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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): MARCH 18, 2008
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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On March 19, 2008, ThinkEngine Networks, Inc. issued a press release announcing
its results of operations for its fourth fiscal quarter and fiscal year ended
December 31, 2007 and certain additional information. A copy of such press
release is furnished as Exhibit 99.2 to this Form 8-K Current Report.
The information in this Item 2.02, together with Exhibit 99.2, is furnished 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
Effective as of the close of trading on March 18, 2008, the common stock of
ThinkEngine Networks, Inc. (the "Company") was delisted from the American Stock
Exchange. On March 19, 2008, the Company's common stock began to trade on the
Pink Sheets under the ticker symbol THNK.
On March 18, 2008, the Company issued the press release attached to this Form
8-K as Exhibit 99.1 with respect to the foregoing matters.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT DESCRIPTION
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99.1 Press Release dated March 18, 2008
99.2 Press Release dated March 19, 2008
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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: March 19, 2008 By: /s/ John Steinkrauss
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John Steinkrauss
Vice President and Chief Financial
Officer
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