UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 18, 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))
This report on Form 8-K/A amends and supplements the report on
Form 8-K filed by Cognitronics Corporation (the "Company") on
November 22, 2005 (the "Report"). The Report relates to the
Company's acquisition of ThinkEngine Networks, Inc. ("ThinkEngine")
pursuant to an Agreement and Plan of Merger dated October 28, 2005
among the Company, TN Acquisition Corporation, a New York corporation
and a wholly owned subsidiary of the Company, ThinkEngine, the
principal securityholders of ThinkEngine listed on the signature pages
thereto and Robert Fleming as the representative of ThinkEngine
principal securityholders and certain noteholders.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial statements of businesses acquired.
The audited consolidated financial statements OF ThinkEngine for
the years ended December 31, 2004 and 2003 are set forth as
Exhibit 99.1 to this amendment to the Report, which exhibit is
incorporated by reference into this Item 9.01.
(b) Pro-forma financial information.
The unaudited pro forma condensed balance sheets of the Company and
ThinkEngine as of December 31, 2003 and 2004 and September 30, 2005 and
the unaudited pro forma statements of results of operations of the Company
and ThinkEngine for the years ended December 31, 2003 and 2004 and for the
nine months ended September 30, 2005 are set forth as Exhibit 99.2 to this
amendment to the Report, which exhibit is incorporated by reference into
this Item 9.01.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of October 28, 2005,
among Cognitronics Corporation, TN Acquisition Corporation,
ThinkEngine, the Principal Securityholders of ThinkEngine
listed on the signature pages thereto and Robert Fleming as
Securityholders Representative (filed as Exhibit 2.1 to
The Company's Current Report on Form 8-K dated October 28,
2005 and incorporated herein by reference).
23.1 Consent of Independent Registered Public Accounting Firm
dated January 30, 2006 (filed herewith).
99.1 Audited Consolidated Financial Statements of ThinkEngine
as of December 31, 2004, 2003.
99.2 Unaudited Pro Forma Condensed Balance Sheets of the Company
and ThinkEngine as of December 31, 2003 and 2004 and
September 30, 2005 and the unaudited Pro Forma Statements
of Results of Operations of the Company and ThinkEngine for
the years ended December 31, 2003 and 2004 and for the nine
months ended September 30, 2004 filed herewith.
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, on January
30, 2006.
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
(Exhibit 2.1 to the Company's Current Report on Form 8-K
dated October 28, 2005 and incorporated herein by reference)
23.1 Consent of Independent Registered Public Accounting Firm
dated January 30, 2006 (filed herewith).
99.1 Audited Consolidated Financial Statements of ThinkEngine
as of December 31, 2004, 2003.
99.2 Unaudited Pro Forma Condensed Balance Sheets of the Company
and ThinkEngine as of December 31, 2003 and 2004 and
September 30, 2005 and the unaudited Pro Forma Statements
of Results of Operations of the Company and ThinkEngine for
the years ended December 31, 2003 and 2004 and for the nine
months ended September 30, 2004 filed herewith.