-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I2JWgi+oUOCDadDtNiY9DiTj7Seu2N9JJsx8MI/7zostY/J8jQt47CCxLK5IE8VR 5FuP1h5cCQjDCrqiyM8sPA== /in/edgar/work/20000613/0000950116-00-001453/0000950116-00-001453.txt : 20000919 0000950116-00-001453.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950116-00-001453 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000613 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TOOLS INC CENTRAL INDEX KEY: 0001021444 STANDARD INDUSTRIAL CLASSIFICATION: [8200 ] IRS NUMBER: 773061708 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50323 FILM NUMBER: 654180 BUSINESS ADDRESS: STREET 1: ONE LOWER RAGSDALE DR I-250 CITY: MONTEREY STATE: CA ZIP: 93940 BUSINESS PHONE: 8313730688 MAIL ADDRESS: STREET 1: ONE LOWER RAGSDALE DRIVE I-250 CITY: MONTEREY STATE: CA ZIP: 93940 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THINKING TECHNOLOGIES LP CENTRAL INDEX KEY: 0001033950 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KNOLL CAPITAL MANAGEMENT STREET 2: 200 PARK AVNEU SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087474 SC 13D 1 0001.txt SC 13D -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 1994 Estimated average burden -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _________)* Thinking Tools, Inc. ------------------------------------------------------------ (Name of Issuer) Common Stock, $.001 par value -------------------------------------------------------------- (Title of Class of Securities) 884098 10 4 ------------------------------------------------------------------------- (CUSIP Number) Fred Knoll Thinking Technologies, L.P. 200 Park Avenue Suite 3900 New York, New York 10166 -------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 1999 ------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [__]. Check the following box if a fee is being paid with the statement [__]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 884098 10 4 Page 2 of 8 Pages ---------------- ------ ------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thinking Technologies, L.P. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(c) [__] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER SHARES | | BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER 4,544,534 EACH | | REPORTING | 9 | SOLE DISPOSITIVE POWER PERSON WITH | | | | | 10 | SHARED DISPOSITIVE POWER 4,544,534 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,544,534 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT* INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 884098 10 4 Page 3 of 8 Pages ---------------- ------ ------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fred Knoll - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [__] (b) [__] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(c) [__] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF | 7 | SOLE VOTING POWER 1,002,900 SHARES | | BENEFICIALLY | | OWNED BY | 8 | SHARED VOTING POWER 4,544,534 EACH | | REPORTING | 9 | SOLE DISPOSITIVE POWER 1,002,900 PERSON WITH | | | | | 10 | SHARED DISPOSITIVE POWER 4,544,534 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,547,434 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT* INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer. ------------------- This statement on Schedule 13D (the "Statement") relates to the common stock, par value $.001 per share (the "Common Stock"), of Thinking Tools, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at c/o Knoll Capital Management, 200 Park Avenue, Suite 3900, New York, New York 10166. Item 2. Identity and Background. ----------------------- This statement is being filed by Thinking Technologies, L.P., a Delaware limited partnership ("Technologies"), and Mr. Fred Knoll, the principal of Knoll Capital Management, L.P. ("Knoll Capital"), which is the general partner of Technologies. The principal executive office of Technologies and Mr. Knoll is 200 Park Avenue, Suite 3900, New York, New York 10166. Technologies is primarily engaged in the business of investing. Knoll Capital is a venture capital firm specializing in the technology industry. During the last five years, neither Mr. Knoll nor Technologies has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) nor has either been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Mr. Knoll is a U.S. citizen. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- In December 1999, Technologies acquired 1,964,961 shares of Common Stock upon the conversion of certain outstanding bridge notes issued to Technologies in November 1998. In December 1999, Mr. Knoll was issued options to purchase 352,900 shares of Common Stock, at a purchase price of $.50 per share, upon conversion of certain amounts owed to Mr. Knoll. Item 4. Purpose of Transaction. ---------------------- The shares of Common Stock to which this Statement relates are held by Technologies and Mr. Knoll as an investment. Item 5. Interest in Securities of the Issuer. ------------------------------------ As of May 12, 2000, Technologies beneficially owned 4,544,534 shares of Common Stock (the "Technologies Shares"). The Technologies Shares constitute approximately 44% of the shares of the Company's Common Stock issued and outstanding as of May 12, 2000 (based upon a total of 9,704,237 shares of the Company's Common Stock issued and outstanding on May 12, 2000) (the "Outstanding Stock"). The Technologies Shares include (i) 3,920,042 shares of Common Stock; (ii) 468,242 shares of Common Stock issuable upon the exercise of warrants issued in July 1996 to Technologies, at an exercise price of $1.07 per share, which warrants expire in December 2006 and (iii) 156,250 shares of Common Stock issuable upon the exercise of warrants issued in August 1996 to Technologies, at an exercise price of $3.90 per share, which warrants expire in August 2001. As of May 12, 2000, Mr. Knoll beneficially owned 5,547,434 shares of Common Stock (the "Knoll Shares"). The Knoll Shares constitute approximately 48% of the Outstanding Stock. The Knoll Shares include (i) the 4,554,534 shares of Common Stock held of record by Technologies; (ii) warrants to purchase 549,800 shares of Common Stock exercisable at $.50 per share; (iii) options to purchase 352,900 shares of Common Stock exercisable at $.50 per share; and (iv) options to purchase 100,000 shares of Common Stock exercisable at $.50 per share; and (v) 200 shares of Series B Preferred Stock, $.001 par value per share, which are convertible into 200 shares of Common Stock. Technologies and Mr. Knoll share the power to vote and dispose of or to direct the vote or to direct the disposition of the Technologies Shares owned of record by Technologies. Mr. Knoll has the sole power to vote and dispose of the Knoll Shares, except for the Technologies Shares which are described above. In addition to the transactions described in Item 3 above, on December 10, 1999, Mr. Knoll was issued (i) options to purchase 200,000 shares of Common Stock at an exercise price of $.50 per share, of which 100,000 are exercisable as of the date of issuance and 100,000 are exercisable as of December 10, 2000 and (ii) warrants to purchase 549,800 shares of Common Stock, at an exercise price of $.50 per share Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------------------------------------- Contemporaneously with the acquisition by the Company of Tritium Network, Inc., a Delaware corporation ("Tritium"), on March 7, 2000, and as a condition to the Company entering into the asset purchase agreement, a voting agreement was entered into by and among the Company, Technologies, Mr. Knoll, and Tritium and its stockholders named on the signature page thereof, including Michael W. Lee, Tritium's principal stockholder (the "Voting Agreement"). Among other things, the Voting Agreement provides that for a period ending not later than December 31, 2002, Tritium, Technologies and each named stockholder agree to vote the shares of the Company's voting stock owned by them, and Mr. Knoll agrees to vote the shares of Series B Preferred owned by him, to (i) fix and maintain the number of directors on the Company Board at nine; (ii) elect to the Board five directors designated by the holders of the Series B Preferred; and (iii) elect to the Board two directors designated by Michael W. Lee on behalf of Tritium or the stockholders. The remaining two directors will be outside directors elected by the stockholders. Except as otherwise set forth in this Statement, neither Technologies nor Mr. Knoll has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. -------------------------------- The following document is filed as part of this Schedule 13-D: Exhibit No. (2)(a) Voting Agreement, dated as of March 7, 2000, by and among Thinking Tools, Inc., Thinking Technologies, L.P., Fred Knoll, Tritium Network, Inc. and the stockholders of Tritium Network, Inc. whose names appear on the signature pages of the agreement (1). - ------------------------ (1) Incorporated herein by reference to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 21, 2000. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: June 13, 2000 Thinking Technologies, L.P. By: KNOLL CAPITAL MANAGEMENT By: /s/ Fred Knoll ----------------------------- Name: Fred Knoll Title: President SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: June 13, 2000 /s/ Fred Knoll ------------------------------ Fred Knoll -----END PRIVACY-ENHANCED MESSAGE-----