================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 29, 2006
THINKENGINE NETWORKS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-8496 20-8058881
---------------------------- ----------- ----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 NICKERSON ROAD, MARLBOROUGH, MASSACHUSETTS 01752
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(508) 624-7600
----------------------------------------------------
(Registrant's telephone number, including area code)
COGNITRONICS CORPORATION, 3 CORPORATE DRIVE, DANBURY, CONNECTICUT 06810
-----------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As further described under Item 3.03 below, on December 29, 2006, Cognitronics
Corporation, a New York corporation ("Cognitronics"), consummated a merger (the
"Reincorporation") with and into its wholly owned subsidiary, ThinkEngine
Networks, Inc., a Delaware corporation ("ThinkEngine" or the "Registrant"). As a
result of the Reincorporation, the Registrant is now a Delaware corporation with
the name ThinkEngine Networks, Inc. The Reincorporation was effected pursuant to
an Agreement and Plan of Merger (the "Merger Agreement"), dated as of December
18, 2006, between Cognitronics and ThinkEngine, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K. The Reincorporation and the
Merger Agreement were approved by the stockholders of Cognitronics at the annual
meeting held on December 14, 2006.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information set forth above under Item 1.01 is incorporated herein by
reference.
As provided by the Merger Agreement, each outstanding share of Cognitronics
common stock, $0.20 par value ("Cognitronics Stock"), was automatically
converted into one share of ThinkEngine common stock, $0.001 par value
("ThinkEngine Stock"). Each stock certificate representing issued and
outstanding shares of Cognitronics Stock is deemed to represent the same number
of shares of ThinkEngine Stock. Stockholders do not need to exchange share
certificates as a result of the Reincorporation.
Delaware corporate law will now be applicable in the determination of the rights
of stockholders of the Registrant. The Registrant incorporates herein by
reference Item 2 of Cognitronics' definitive proxy statement filed with the
Securities and Exchange Commission on November 13, 2006, entitled "Approval of
the Change of the State of Incorporation from New York to Delaware", beginning
on page 18, that includes, among other things, a summary of the material terms
of the Merger Agreement, the general effect of the modifications to the charter
documents and effect of the change to a Delaware corporation.
Effective as of December 29, 2006, the constituent instruments defining the
rights of holders of the Registrant's capital stock consist of the Certificate
of Incorporation and Bylaws of ThinkEngine, copies of which are filed as Exhibit
3.1 and Exhibit 3.2 to this Form 8-K, respectively.
In accordance with Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the shares of ThinkEngine Stock, are deemed to be
registered under Section 12(b) of the Exchange Act.
Following the Reincorporation, the ThinkEngine Stock continues to be listed on
the American Stock Exchange, however, effective January 4, 2007 it trades under
the new symbol ("THN").
A press release regarding the foregoing matters was issued on January 3, 2007
and is filed as Exhibit 99.1 to this Form 8-K.
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
See Item 3.03 above.
2
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT DESCRIPTION
------- ----------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of December 18, 2006,
between Cognitronics Corporation, a New York corporation, and
ThinkEngine Networks, Inc., a Delaware corporation.
3.1 Certificate of Incorporation of ThinkEngine Networks, Inc., a
Delaware corporation, as filed with the Delaware Secretary of
State on December 15, 2006.
3.2 Bylaws of ThinkEngine Networks, Inc., a Delaware corporation, as
adopted on December 15, 2006.
99.1 Press Release dated January 3, 2007.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THINKENGINE NETWORKS, INC.
Date: January 4, 2007 By: /s/ John Steinkrauss
-------------------------
John Steinkrauss
Vice President and
Chief Financial Officer
4