UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 28, 2005
(Date of earliest event reported)
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-8496 13-1953544
(State of (Commission (IRS employer
Incorporation) File Number) Identification No.)
3 Corporate Drive, Danbury, CT 06810
(Address of principal executive offices) (Zip Code)
203 830-3400
(Registrant's telephone number)
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:
[ ]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
On October 28, 2005, the Company, TN Acquisition Corporation, a
New York corporation and a wholly owned subsidiary of the Company
("Merger Sub") ThinkEngine Networks, Inc., a Delaware corporation
("ThinkEngine") and ThinkEngine's Principal Securityholders entered
into an Agreement and Plan of Merger (the "Merger Agreement"). Under
the Merger Agreement, Merger Sub will be merged with and into
ThinkEngine, with ThinkEngine continuing as the surviving corporation
and a wholly owned subsidiary of the Company. The Merger Agreement has
been unanimously approved by the Company's board of directors. The
transaction contemplated by the Merger Agreement is subject to
customary closing conditions.
In connection with the merger, the Principal Securityholders of
ThinkEngine will receive approximately 1,149,705 shares of the Company's
common stock, par value $0.20 per share, $1,250,000 in cash and a note
in the principal amount of $300,000 aggregating, approximately $4.7
million.
The foregoing description of the Merger Agreement is not a
Complete description of the agreement and is qualified in its entirety
by reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto and is incorporated herein by reference.
Item 8.01. Other Events
On October 28, 2005, the Company issued a press release
announcing the Merger Agreement, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are furnished as part of this report on Form 8K:
2.1* Agreement and Plan of Merger, dated as of October 28, 2005,
among Cognitronics Corporation, TN Acquisition Corporation,
ThinkEngine Networks, Inc. and its Principal Securityholders.
99.1 Press release dated October 28, 2005
* Exhibits and schedules to the Agreement and Plan of Merger
(Form of Note, Form of Escrow Agreement, Form of Registration
Rights Agreement, Form of Employment Agreement, Schedule 1.2(b)
Allocation of Merger Consideration and Schedule 4.1 Available
Employees) have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company will furnish supplementally a copy
of any omitted exhibit, schedule or similar attachment to the
Commission upon request.
SIGNATURE
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.
Cognitronics Corporation
REGISTRANT
by:/S/Garrett Sullivan
-------------------
Garrett Sullivan, Treasurer
And Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Description.
2.1 Agreement and Plan of Merger, dated as of October 28, 2005,
among Cognitronics Corporation, TN Acquisition Corporation,
ThinkEngine Networks, Inc. and its Principal Securityholders.
99.1 99.1 Press release dated October 28, 2005