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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): JANUARY 14, 2009
THINKENGINE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-03035 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 1.03. BANKRUPTCY OR RECEIVERSHIP
On January 14, 2009, ThinkEngine Networks, Inc. (the "Company") filed a
voluntary petition in the United States Bankruptcy Court for the District of
Massachusetts (the "Court") (Case Number 09-40115), seeking relief under Chapter
7 of Title 11 of the United States Code (the "Bankruptcy Code"). As a result of
this bankruptcy filing and the related termination of its employees, the Company
has suspended business operations. The Court has appointed Anne J. White as
trustee for the Company. Ms. White's address is c/o Klieman Lyons Schindler and
Gross, 21 Custom House Street, Boston, Massachusetts 02110 and her telephone
number is 617-443-1000.
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
The Company's filing under Chapter 7 of the Bankruptcy Code on January 14, 2009
constitutes an event of default under the Company's Loan and Security Agreement
with Vencore Solutions LLC, as amended (the "Loan Agreement") and has resulted
in the acceleration of all outstanding obligations under the Loan Agreement,
which are currently approximately $1,048,618.16.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Effective January 14, 2009, Robert C. Fleming, Michael G. Mitchell and John
E. Sweeney resigned from their respective positions as members of the Board of
Directors of ThinkEngine Networks, Inc.
Effective December 31, 2008, the Company terminated the employment of all
of its employees, including Michael G. Mitchell, its President and Chief
Executive Officer and John E. Steinkrauss, its Vice President, Treasurer and
Chief Financial Officer. Messrs. Mitchell and Steinkrauss resigned from their
respective officer positions with the Company effective January 14, 2009. Mr.
Steinkrauss has agreed to provide consulting services on an hourly basis at a
rate of $120 per hour through January 23, 2009 in order to facilitate the
bankruptcy filing and related liquidation of the Company by the trustee.
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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: January 14, 2009 By: /s/ John E. Steinkrauss
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John E. Steinkrauss
Chief Financial Officer
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