UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): September 10, 2005
GuruNet
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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1-32255
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98-0202855
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(Commission
File Number)
|
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(IRS
Employer Identification No.)
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Jerusalem
Technology Park
Building
98
Jerusalem,
Israel 91481
(Address
of Principal Executive Offices)
+972-2-649-5000
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02 Termination
of a Material Definitive Agreement
In
August
2005, GuruNet Corporation, a Delaware corporation (“GuruNet”, or the “Company”),
notified Maxim Group LLC (“Maxim”) that as of September 10, 2005, the financial
advisory services arrangement between the two parties would be terminated.
Maxim
had rendered such services to GuruNet over the past 8 months pursuant to
that
certain letter agreement dated January 20, 2005 (the “Agreement”). Under the
Agreement, Maxim provided GuruNet with advice relating to financial and
investment banking matters.
The
Company’s decision to terminate the Agreement was based on the fact that it no
longer required Maxim’s services.
Under
the
terms of GuruNet’s underwriting
agreement
in
connection with its October 2004 IPO, Maxim, one of the underwriters involved
in
the IPO, may designate one candidate to the Company’s nominating committee for
nomination for election to Gurunet’s board of directors at each annual or
special meeting of our stockholders at which directors are to be elected,
during
the three-year period following the IPO. Mark B. Segall, Maxim Group LLC’s
initial director nominee, was appointed by the Company’s board of directors to
fill a vacancy created by an increase in the size of the board, to serve
until
the next annual meeting of stockholders or until his successor is duly elected
and qualified. Gurunet has agreed to use its best efforts to obtain the election
of Maxim’s nominee to the board of directors at each annual or special meeting
at which directors are to be elected.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GURUNET
CORPORATION |
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Dated:
September 12, 2005
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By: |
/s/
Steven Steinberg |
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Steven Steinberg |
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Chief
Financial Officer |