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): March 5, 1999

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

             (Exact name of registrant as specified in its charter)

                              THINK NEW IDEAS, INC.
                          ----------------------------

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

                    (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 REGISTRANT

         Not Applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Not Applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         Not Applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Not Applicable.

ITEM 5.  OTHER EVENTS

          THINK New  Ideas,  Inc.  (the  "Company")  entered  into a  Securities
Purchase Agreement,  dated March 4, 1999 (the "Securities Purchase  Agreement"),
with Capital Ventures  International and Marshall Capital Management,  Inc. (the
"Purchasers"),  whereby  the  Purchasers  agreed to  purchase  (i) shares of the
Company's Common Stock, $.0001 par value per share (the "Common Stock") and (ii)
warrants to acquire shares of Common Stock,  for an aggregate  purchase price of
up to  $11,000,000.  The Company  plans to use the proceeds of the financing for
general working capital purposes,  including the funding of its strategic growth
plan. The  Securities  Purchase  Agreement is attached  hereto as Exhibit number
99.1 and is incorporated by reference herein in its entirety.

          On March 5, 1999 (the "Initial Closing Date"), the Company sold to the
Purchasers  (i)  871,142  shares of its Common  Stock at $6.8875  per share (the
"Initial Closing Price"), calculated as ninety-five percent (95%) of the closing
bid price on the trading day  immediately  preceding the date of the  Securities
Purchase  Agreement and (ii)  warrants  (the "Closing  Warrants") to purchase an
additional  174,230  shares  (20% of the  number of shares  sold on the  Initial
Closing Date) of its Common Stock at an exercise price of $10.33,  calculated as
150% of the Initial  Closing  Price for a five-year  term.  In exchange  for the
Common Stock and the Closing  Warrants  issued on the Initial  Closing Date, the
Company received $6,000,000.

          At any time prior to the one-year  anniversary of the Initial  Closing
Date,  the  Purchasers  have the right but not the  obligation  to purchase  (i)
530,504  additional shares (the "Optional Shares") of Common Stock at $9.425 per
share,  calculated  as 130% of the  market  price on the date of the  Securities
Purchase  Agreement,  and (ii) warrants to purchase an additional 106,101 shares
(the "Optional Warrants") of Common Stock (20% of the number of Optional Shares)
at an  exercise  price  of  equal  to 150% of the  market  price on the date the
Optional  Warrants are  exercised.  In exchange for the Optional  Shares and the
Optional  Warrants,  the Company will  receive up to  $5,000,000  in  additional
proceeds.

          In connection with the issuance of the Common Stock and Warrants,  the
Company and the  Purchasers  entered into a Registration  Rights  Agreement (the
"Registration  Rights Agreement")  relating to the shares of Common Stock issued
to the  Purchasers  on the Initial 


                                       2


<PAGE>

Closing  Date and any  subsequent  shares  of  Common  Stock to be issued to the
Purchasers  pursuant to the  Securities  Purchase  Agreement  (including  shares
issuable  upon  exercise  of the Closing  Warrants  and the  Optional  Warrants)
(collectively,  the  "Registrable  Securities").  Pursuant  to the  Registration
Rights Agreement, the Company agreed to prepare and file with the Securities and
Exchange  Commission  ("SEC") a registration  statement covering the Registrable
Securities  not later than June 30,  1999.  The  Purchasers  were also  afforded
certain  "piggyback"  registration  rights.  A copy of the  Registration  Rights
Agreement  is  attached  hereto as Exhibit  number 99.2 and is  incorporated  by
reference  herein  in its  entirety.  The  Securities  Purchase  Agreement  also
provides  that the Company will issue  additional  shares of Common Stock if the
market price on the date the  registration  statement  covering the  Registrable
Securities is declared effective by the SEC (or, if such registration  statement
is not  declared  effective  by the SEC on or  before  March 5,  2000,  any date
selected by the  Purchasers  prior to June 30,  2000),  is less than $6.8875 per
share. The exact number of Adjustment  Shares is to be determined  pursuant to a
formula set forth in the Securities Purchase Agreement.

          The  Company  has  the  right,  pursuant  to the  Securities  Purchase
Agreement, at any time prior to the date the registration statement covering the
Registrable  Securities is declared  effective,  to repurchase all of the shares
sold to the  Purchasers  at a price  equal to the greater of 140% of the Initial
Purchase Price or the then-current market price.

          The  Company  is making  this  Current  Report on Form 8-K solely as a
source of information for its stockholders.  The transactions resulting from the
Securities  Purchase Agreement did not give rise to any change of control of the
Company.

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         Not Applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements.  Not applicable.

         (b)      Exhibits.

         99.1     Securities  Purchase  Agreement,  dated March 4, 1999,  by and
                  among THINK New Ideas,  Inc.,  Capital Ventures  International
                  and Marshall Capital Management, Inc.

         99.2     Registration  Rights  Agreement,  dated March 4, 1999,  by and
                  among THINK New Ideas,  Inc.,  Capital Ventures  International
                  and Marshall Capital Management, Inc.


<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:  March 12, 1999                       By: /s/ RONALD BLOOM
                                               --------------------------
                                               Ronald Bloom
                                               Chief Executive Officer
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7690}]
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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): March 5, 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 REGISTRANT

         Not Applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         Not Applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

         Not Applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Not Applicable.

ITEM 5.  OTHER EVENTS

          THINK New  Ideas,  Inc.  (the  "Company")  entered  into a  Securities
Purchase Agreement,  dated March 4, 1999 (the "Securities Purchase  Agreement"),
with Capital Ventures  International and Marshall Capital Management,  Inc. (the
"Purchasers"),  whereby  the  Purchasers  agreed to  purchase  (i) shares of the
Company's Common Stock, $.0001 par value per share (the "Common Stock") and (ii)
warrants to acquire shares of Common Stock,  for an aggregate  purchase price of
up to  $11,000,000.  The Company  plans to use the proceeds of the financing for
general working capital purposes,  including the funding of its strategic growth
plan. The  Securities  Purchase  Agreement is attached  hereto as Exhibit number
99.1 and is incorporated by reference herein in its entirety.

          On March 5, 1999 (the "Initial Closing Date"), the Company sold to the
Purchasers  (i)  871,142  shares of its Common  Stock at $6.8875  per share (the
"Initial Closing Price"), calculated as ninety-five percent (95%) of the closing
bid price on the trading day  immediately  preceding the date of the  Securities
Purchase  Agreement and (ii)  warrants  (the "Closing  Warrants") to purchase an
additional  174,230  shares  (20% of the  number of shares  sold on the  Initial
Closing Date) of its Common Stock at an exercise price of $10.33,  calculated as
150% of the Initial  Closing  Price for a five-year  term.  In exchange  for the
Common Stock and the Closing  Warrants  issued on the Initial  Closing Date, the
Company received $6,000,000.

          At any time prior to the one-year  anniversary of the Initial  Closing
Date,  the  Purchasers  have the right but not the  obligation  to purchase  (i)
530,504  additional shares (the "Optional Shares") of Common Stock at $9.425 per
share,  calculated  as 130% of the  market  price on the date of the  Securities
Purchase  Agreement,  and (ii) warrants to purchase an additional 106,101 shares
(the "Optional Warrants") of Common Stock (20% of the number of Optional Shares)
at an  exercise  price  of  equal  to 150% of the  market  price on the date the
Optional  Warrants are  exercised.  In exchange for the Optional  Shares and the
Optional  Warrants,  the Company will  receive up to  $5,000,000  in  additional
proceeds.

          In connection with the issuance of the Common Stock and Warrants,  the
Company and the  Purchasers  entered into a Registration  Rights  Agreement (the
"Registration  Rights Agreement")  relating to the shares of Common Stock issued
to the  Purchasers  on the Initial 

                                       2
Closing  Date and any  subsequent  shares  of  Common  Stock to be issued to the
Purchasers  pursuant to the  Securities  Purchase  Agreement  (including  shares
issuable  upon  exercise  of the Closing  Warrants  and the  Optional  Warrants)
(collectively,  the  "Registrable  Securities").  Pursuant  to the  Registration
Rights Agreement, the Company agreed to prepare and file with the Securities and
Exchange  Commission  ("SEC") a registration  statement covering the Registrable
Securities  not later than June 30,  1999.  The  Purchasers  were also  afforded
certain  "piggyback"  registration  rights.  A copy of the  Registration  Rights
Agreement  is  attached  hereto as Exhibit  number 99.2 and is  incorporated  by
reference  herein  in its  entirety.  The  Securities  Purchase  Agreement  also
provides  that the Company will issue  additional  shares of Common Stock if the
market price on the date the  registration  statement  covering the  Registrable
Securities is declared effective by the SEC (or, if such registration  statement
is not  declared  effective  by the SEC on or  before  March 5,  2000,  any date
selected by the  Purchasers  prior to June 30,  2000),  is less than $6.8875 per
share. The exact number of Adjustment  Shares is to be determined  pursuant to a
formula set forth in the Securities Purchase Agreement.

          The  Company  has  the  right,  pursuant  to the  Securities  Purchase
Agreement, at any time prior to the date the registration statement covering the
Registrable  Securities is declared  effective,  to repurchase all of the shares
sold to the  Purchasers  at a price  equal to the greater of 140% of the Initial
Purchase Price or the then-current market price.

          The  Company  is making  this  Current  Report on Form 8-K solely as a
source of information for its stockholders.  The transactions resulting from the
Securities  Purchase Agreement did not give rise to any change of control of the
Company.

ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         Not Applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements.  Not applicable.

         (b)      Exhibits.

         99.1     Securities  Purchase  Agreement,  dated March 4, 1999,  by and
                  among THINK New Ideas,  Inc.,  Capital Ventures  International
                  and Marshall Capital Management, Inc.

         99.2     Registration  Rights  Agreement,  dated March 4, 1999,  by and
                  among THINK New Ideas,  Inc.,  Capital Ventures  International
                  and Marshall Capital Management, Inc.
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:  March 12, 1999                       By: /s/ RONALD BLOOM
                                               --------------------------
                                               Ronald Bloom
                                               Chief Executive Officer