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): FEBRUARY 4, 2005
GURUNET CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-32255 98-0202855
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(Commission File Number) (IRS Employer Identification No.)
JERUSALEM TECHNOLOGY PARK
BUILDING 98, JERUSALEM, ISRAEL 91841
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(Address of Principal Executive Offices) (Zip Code)
+972-2-649-5000
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(Registrant's Telephone Number, Including Area Code)
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(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):
|_| 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 Material Definitive Agreement.
GuruNet Corporation (the "Company") announced today that the Company
entered into an agreement, dated February 4, 2005 (the "Agreement"), with
certain holders (the "Holders") of warrants that were issued by the Company in
January, February and October 2004 in connection with a bridge financing
transaction (the "Bridge Warrants"), pursuant to which the Holders exercised an
aggregate of 1,871,783 Bridge Warrants at the stated exercise price
thereof. As a result, the Company will issue an aggregate of 1,029,488
shares of its common stock, $0.001 par value (the "Common Stock"), for aggregate
gross consideration of $12,559,700. The Company plans to use such proceeds for
general working capital needs and possible future acquisitions.
Under the terms of the Agreement, in order to provide incentive to the
Holders to exercise their Bridge Warrants, for every share of Common Stock
purchased by the Holders through the exercise of Bridge Warrants, the Company
issued to the Holders new warrants, dated February 4, 2005, to purchase such
number of shares of Common Stock equal to 55% of the number of shares of Common
Stock underlying their respective Bridge Warrants, at an exercise price of
$17.27 per share (the "New Warrants"). The exercise price of the New Warrants is
equal to 110% of the average of the closing prices of the Common Stock as
reported on the American Stock Exchange for the five trading days immediately
prior to February 4, 2005. The New Warrants are immediately exercisable and
expire on February 4, 2010.
The Company has agreed to file a registration statement with the SEC as
promptly as reasonably practicable to register for resale the shares of Common
Stock underlying the New Warrants. Upon the occurrence of certain events,
including the failure by the Company to file the registration statement on or
prior to March 6, 2005 and the failure of the registration statement to be
declared effective by the SEC on or prior to May 5, 2005, the Holders will be
entitled to certain liquidated damages from the Company.
The transactions contemplated by the Agreement are intended to comply with
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"),
and/or Regulation D promulgated thereunder. Neither the New Warrants nor the
shares of Common Stock underlying the New Warrants have been registered for
offer or sale under the Securities Act or any state securities or "blue sky"
laws. Such securities are being issued on the basis of the statutory exemption
provided by Section 4(2) of the Securities Act and/or Regulation D promulgated
thereunder relating to transactions by an issuer not involving any public
offering. The transaction has not been reviewed by, passed on or submitted to
any Federal or state agency or self-regulatory organization where an exemption
is being relied upon. The securities may not be sold, assigned or transferred
unless (i) the sale, assignment or transfer of such securities is registered
under the Securities Act and applicable state securities or "blue sky" laws, or
(ii) the securities are sold, assigned or transferred in accordance with all the
requirements and limitations of Rule 144 under the Securities Act. This report
shall not constitute an offer to sell, or the solicitation of an offer to buy
any securities, nor shall there be any sale of the securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
The above is qualified in its entirety by reference to the form of
Agreement filed herewith as Exhibit 99.1 hereto, and the form of New Warrant
filed herewith as Exhibit 99.2 hereto, all of which are incorporated herein by
reference in their entirety.
ITEM 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above under Item 1.01 of this Current Report on
Form 8-K is hereby incorporated herein by reference in its entirety.
ITEM 7.01. Regulation FD Disclosure.
The disclosure set forth above under Item 1.01 of this Current Report on
Form 8-K is hereby incorporated herein by reference in its entirety.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Form of Agreement, dated as of February 4, 2005, between the
Company and each Holder.
99.2 Form of New Warrant.
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.
GURUNET CORPORATION
Date: February 6, 2005 By: /s/ Steven Steinberg
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Steven Steinberg
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Form of Agreement, dated as of February 4, 2005, between the
Company and each Holder.
99.2 Form of New Warrant.