================================================================================ 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): APRIL 24, 2007 THINKENGINE NETWORKS, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-8496 20-8058881 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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) 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 24, 2007, ThinkEngine Networks, Inc. issued a press release announcing its results of operations for its first fiscal quarter ended March 31, 2007 and certain additional information. A copy of such press release is furnished as Exhibit 99.1 to this Form 8-K Current Report. The information in this report, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities set forth in that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. EXHIBIT DESCRIPTION ------- --------------------------------------------------------------- 99.1 Press Release dated April 24, 2007 2 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: April 25, 2007 By: /s/ John Steinkrauss --------------------------------------- John Steinkrauss Vice President and Chief Financial Officer 3