================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                          ----------------------------

                                 CURRENT REPORT
                                       ON
                                    FORM 8-K

                         PURSUANT TO SECTION 13 OR 15(D)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          ----------------------------

         DATE OF REPORT (Date of earliest event reported): June 24, 1999

                          ----------------------------

             (Exact name of registrant as specified in its charter)
                             THINK NEW IDEAS, INC.
                          ----------------------------


(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
         incorporation)                  000-21775           Identification No.)
           DELAWARE                                               95-4578104

                    (Address of principal executive offices)
           45 WEST 36TH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10018


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 629-6800


                          ----------------------------



================================================================================
<PAGE>
ITEM 1.  CHANGES IN CONTROL OF REGISTRANTS.

         On June 24,  1999,  THINK New Ideas,  Inc.  ("THINK")  entered  into an
Agreement  and Plan of Merger  (the  "Merger  Agreement")  by and  among  THINK,
AnswerThink Consulting Group, Inc. ("AnswerThink") and Darwin Acquisition Corp.,
a  wholly-owned  subsidiary of  AnswerThink  ("Sub")  pursuant to which Sub will
merge with and into  THINK (the  "Merger").  THINK will  survive  the Merger and
become a wholly-owned  subsidiary of AnswerThink.  Under the terms of the Merger
Agreement,  all  outstanding  shares of THINK  will be  exchanged  for shares of
common stock,  par value $.001 per share,  of AnswerThink  ("AnswerThink  Common
Stock"),  and all outstanding  options to acquire common stock, par value $.0001
per share,  of THINK ("THINK  Common  Stock") will be assumed and converted into
options to acquire shares of AnswerThink  Common Stock at a ratio of 0.70 shares
of  AnswerThink  Common Stock to one share of THINK Common Stock (the  "Exchange
Ratio").  The Merger is subject to  certain  conditions,  including  shareholder
approval of both  companies.  The Merger will be  accounted  for as a pooling of
interests  and is  intended to qualify as a tax-free  reorganization.  The brief
explanation  of the Merger  Agreement and related  agreements  contained in this
Report is qualified in its entirety by reference to these  agreements  which are
filed as exhibits hereto.

         Pursuant to the Merger Agreement, THINK has agreed to pay AnswerThink a
termination  fee of six  million  dollars  ($6,000,000)  in the event the Merger
Agreement is terminated under certain circumstances,  including;  the withdrawal
of the  recommendation of the Board of Directors of THINK (the "Board"),  or the
Board's  recommendation  of a third party acquisition  proposal.  THINK has also
agreed  to pay a  termination  fee of  three  million  dollars  ($3,000,000)  to
AnswerThink  under other  termination  circumstances  such as the  inability  to
obtain the requisite  shareholder  approval.  Pursuant to the Merger  Agreement,
AnswerThink  has agreed to pay THINK a termination  fee of three million dollars
($3,000,000)  for a material  breach of the Merger  Agreement  that has not been
properly cured.

         In connection with the Merger Agreement,  THINK granted  AnswerThink an
option to purchase up to nineteen and nine-tenths  percent (19.9%) of the shares
of THINK  Common Stock (the  "AnswerThink  Option")  outstanding  on the date of
exercise  of the  AnswerThink  Option.  The  AnswerThink  Option is  exercisable
following the execution or consummation of an alternative  business  combination
involving THINK and the occurrence of certain further triggering events, none of
which has occurred as of the date hereof. The per-share exercise price under the
AnswerThink Option is eighteen dollars and fifty cents ($18.50).

         As  further   inducement  to  AnswerThink  to  enter  into  the  Merger
Agreement, each director,  Omnicom Group, Inc. and certain executive officers of
THINK (who, in the aggregate,  beneficially  own  approximately   22% of THINK's
outstanding  Common Stock) entered into voting  agreements with AnswerThink (the
form of which is filed as Exhibit  99.1  hereto)  pursuant  to which  they:  (i)
agreed  to vote  their  shares  of THINK  Common  Stock  in favor of the  Merger
Agreement and the Merger; and (ii) granted irrevocable proxies to AnswerThink to
vote such shares in accordance with the voting agreements.

         As an  inducement  to THINK to enter  into the Merger  Agreement,  each
director and certain  executive  officers of  AnswerThink  (who,  in  aggregate,
beneficially own approximately 39.76% of AnswerThink's outstanding Common Stock)
entered into voting agreements with

<PAGE>

THINK  (the form of which is filed as Exhibit  99.2  hereto)  pursuant  to which
they:  (i) agreed to vote their shares of  AnswerThink  Common Stock in favor of
the issuance of AnswerThink  Common Stock pursuant to the Merger Agreement;  and
(ii) granted irrevocable proxies to THINK to vote such shares in accordance with
the voting agreements.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) and (b)       Financial Statements.

         Not Applicable.

(c) Exhibits.
    ---------

      2           Agreement  and Plan of Merger dated as of June 24, 1999 by and
                  among THINK New Ideas,  Inc.,  AnswerThink  Consulting  Group,
                  Inc. and Darwin Acquisition Corp.

      4           AnswerThink  Consulting  Group,  Inc.  Stock Option  Agreement
                  dated as of June 24, 1999 by and between THINK New Ideas, Inc.
                  and AnswerThink Consulting Group, Inc.

     99.1         Company Voting Agreement dated as of June 24, 1999.

     99.2         Acquiror Voting  Agreement  dated  as of June 24, 1999.

<PAGE>

                                   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 thereunto duly authorized.

                                              THINK NEW IDEAS, INC.
                                              (Registrant)



Date:  June 29, 1999                           /s/ Ronald Bloom
                                               -------------------------------
                                               Ronald Bloom
                                               Chief Executive Officer
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                          ----------------------------

                                 CURRENT REPORT
                                       ON
                                    FORM 8-K

                         PURSUANT TO SECTION 13 OR 15(D)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          ----------------------------

         DATE OF REPORT (Date of earliest event reported): June 24, 1999

                          ----------------------------

             (Exact name of registrant as specified in its charter)
                             THINK NEW IDEAS, INC.
                          ----------------------------

(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
         incorporation)                  000-21775           Identification No.)
           DELAWARE                                               95-4578104

                    (Address of principal executive offices)
           45 WEST 36TH STREET, 12TH FLOOR, NEW YORK, NEW YORK 10018

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 629-6800

                          ----------------------------

================================================================================
ITEM 1.  CHANGES IN CONTROL OF REGISTRANTS.

         On June 24,  1999,  THINK New Ideas,  Inc.  ("THINK")  entered  into an
Agreement  and Plan of Merger  (the  "Merger  Agreement")  by and  among  THINK,
AnswerThink Consulting Group, Inc. ("AnswerThink") and Darwin Acquisition Corp.,
a  wholly-owned  subsidiary of  AnswerThink  ("Sub")  pursuant to which Sub will
merge with and into  THINK (the  "Merger").  THINK will  survive  the Merger and
become a wholly-owned  subsidiary of AnswerThink.  Under the terms of the Merger
Agreement,  all  outstanding  shares of THINK  will be  exchanged  for shares of
common stock,  par value $.001 per share,  of AnswerThink  ("AnswerThink  Common
Stock"),  and all outstanding  options to acquire common stock, par value $.0001
per share,  of THINK ("THINK  Common  Stock") will be assumed and converted into
options to acquire shares of AnswerThink  Common Stock at a ratio of 0.70 shares
of  AnswerThink  Common Stock to one share of THINK Common Stock (the  "Exchange
Ratio").  The Merger is subject to  certain  conditions,  including  shareholder
approval of both  companies.  The Merger will be  accounted  for as a pooling of
interests  and is  intended to qualify as a tax-free  reorganization.  The brief
explanation  of the Merger  Agreement and related  agreements  contained in this
Report is qualified in its entirety by reference to these  agreements  which are
filed as exhibits hereto.

         Pursuant to the Merger Agreement, THINK has agreed to pay AnswerThink a
termination  fee of six  million  dollars  ($6,000,000)  in the event the Merger
Agreement is terminated under certain circumstances,  including;  the withdrawal
of the  recommendation of the Board of Directors of THINK (the "Board"),  or the
Board's  recommendation  of a third party acquisition  proposal.  THINK has also
agreed  to pay a  termination  fee of  three  million  dollars  ($3,000,000)  to
AnswerThink  under other  termination  circumstances  such as the  inability  to
obtain the requisite  shareholder  approval.  Pursuant to the Merger  Agreement,
AnswerThink  has agreed to pay THINK a termination  fee of three million dollars
($3,000,000)  for a material  breach of the Merger  Agreement  that has not been
properly cured.

         In connection with the Merger Agreement,  THINK granted  AnswerThink an
option to purchase up to nineteen and nine-tenths  percent (19.9%) of the shares
of THINK  Common Stock (the  "AnswerThink  Option")  outstanding  on the date of
exercise  of the  AnswerThink  Option.  The  AnswerThink  Option is  exercisable
following the execution or consummation of an alternative  business  combination
involving THINK and the occurrence of certain further triggering events, none of
which has occurred as of the date hereof. The per-share exercise price under the
AnswerThink Option is eighteen dollars and fifty cents ($18.50).

         As  further   inducement  to  AnswerThink  to  enter  into  the  Merger
Agreement, each director,  Omnicom Group, Inc. and certain executive officers of
THINK (who, in the aggregate,  beneficially  own  approximately   22% of THINK's
outstanding  Common Stock) entered into voting  agreements with AnswerThink (the
form of which is filed as Exhibit  99.1  hereto)  pursuant  to which  they:  (i)
agreed  to vote  their  shares  of THINK  Common  Stock  in favor of the  Merger
Agreement and the Merger; and (ii) granted irrevocable proxies to AnswerThink to
vote such shares in accordance with the voting agreements.

         As an  inducement  to THINK to enter  into the Merger  Agreement,  each
director and certain  executive  officers of  AnswerThink  (who,  in  aggregate,
beneficially own approximately 39.76% of AnswerThink's outstanding Common Stock)
entered into voting agreements with
THINK  (the form of which is filed as Exhibit  99.2  hereto)  pursuant  to which
they:  (i) agreed to vote their shares of  AnswerThink  Common Stock in favor of
the issuance of AnswerThink  Common Stock pursuant to the Merger Agreement;  and
(ii) granted irrevocable proxies to THINK to vote such shares in accordance with
the voting agreements.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) and (b)       Financial Statements.

         Not Applicable.

(c) Exhibits.
    ---------

      2           Agreement  and Plan of Merger dated as of June 24, 1999 by and
                  among THINK New Ideas,  Inc.,  AnswerThink  Consulting  Group,
                  Inc. and Darwin Acquisition Corp.

      4           AnswerThink  Consulting  Group,  Inc.  Stock Option  Agreement
                  dated as of June 24, 1999 by and between THINK New Ideas, Inc.
                  and AnswerThink Consulting Group, Inc.

     99.1         Company Voting Agreement dated as of June 24, 1999.

     99.2         Acquiror Voting  Agreement  dated  as of June 24, 1999.
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 thereunto duly authorized.

                                              THINK NEW IDEAS, INC.
                                              (Registrant)

Date:  June 29, 1999                           /s/ Ronald Bloom
                                               -------------------------------
                                               Ronald Bloom
                                               Chief Executive Officer