-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CWPXuyMyOXv/cpmICExzXLog12EAgKN/csQXnIXwl8ZhvmRy5IgHJLfyePdUVg9K 9RBKebNm8RWJ/vdfGpHYGg== 0001019687-01-000245.txt : 20010224 0001019687-01-000245.hdr.sgml : 20010224 ACCESSION NUMBER: 0001019687-01-000245 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETGURU INC CENTRAL INDEX KEY: 0001015920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222356861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-40564 FILM NUMBER: 1552356 BUSINESS ADDRESS: STREET 1: 22700 SAVI RANCH PARKWAY CITY: YORBA LINDA STATE: CA ZIP: 92887 BUSINESS PHONE: 7149742500 MAIL ADDRESS: STREET 1: 22700 SAVI RANCH PKWY CITY: YORBA LINDA STATE: CA ZIP: 92887 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC DATE OF NAME CHANGE: 19960603 424B3 1 0001.txt NETGURU, INC. PROSPECTUS SUPPLEMENT DATED FEBRUARY 22, 2001 (TO PROSPECTUS DATED JULY 25, 2000) Filed Pursuant to Rule 424(b)(3) and (c) File Number 333-40564 NETGURU, INC. 15,300 SHARES OF COMMON STOCK This prospectus supplement supplements the prospectus dated July 25, 2000 of netGuru, Inc. relating to the public offering, which is not being underwritten, and sale by certain security holders of netGuru or by pledgees, donees, transferees or other successors in interest to the selling security holders, of up to 15,300 shares of our common stock. This prospectus supplement should be read in conjunction with the prospectus dated July 25, 2000, and this prospectus supplement is qualified by reference to that prospectus, except to the extent that information contained in this prospectus supplement supersedes the information contained in that prospectus. SELLING SECURITY HOLDERS Recently, Shoreline Pacific Institutional Finance transferred 7,650 warrants to Harlan P. Kleiman, 7,344 warrants to Shoreline Pacific Equity Ltd., 232 warrants to Vida Harband and 74 warrants to Marie Jorajuria, which transferees were not specifically named in the prospectus. The following table provides information with respect to the number of shares of common stock beneficially owned by security holders of netGuru who were not specifically identified in the prospectus as selling security holders, the number of shares of common stock to be registered for sale hereby and offered pursuant to the prospectus and this prospectus supplement, the number of shares of common stock beneficially owned after this offering and the percentage of outstanding shares of common stock of netGuru this represents. The table of selling security holders in the prospectus is hereby amended to include Harlan P. Kleiman, Shoreline Pacific Equity Ltd., Vida Harband and Marie Jorajuria as selling security holders and to delete Shoreline Pacific Institutional Finance as a selling security holder. In addition, the description of the Shoreline Pacific Institutional Finance warrants contained in the subparagraph entitled "Shoreline Warrants" in the prospectus is hereby amended to delete the last sentence thereof and to replace the same with the following: "Recently, Shoreline transferred all of its warrants as follows: 7,650 warrants to Harlan P. Kleiman, 7,344 warrants to Shoreline Pacific Equity Ltd., 232 warrants to Vide Harband and 74 warrants to Marie Jorajuria. The shares being offered hereby include the shares of common stock issuable under the warrants transferred by Shoreline to Harlan P. Kleiman, Shoreline Pacific Equity Ltd., Vida Harband and Marie Jorajuria."
Shares of Common Number of Shares Percentage Stock Beneficially Shares of Common of Common Stock Beneficially Name of Selling Owned Prior Stock Being Beneficially Owned Owned After Security Holder to this Offering(1) Registered(1) After Offering(2) Offering(2) - ------------------ ------------------- ---------------- ------------------ ------------- Harlan P. Kleiman 7,650 7,650 -- -- Shoreline Pacific Equity Ltd. 7,344 7,344 -- -- Vida Harband 232 232 -- -- Marie Jorajuria 74 74 -- --
- --------------- * Less than 1%. (1) The registration statement to which the prospectus and this prospectus supplement relates shall also cover any additional shares of common stock which become issuable in connection with the shares of common stock registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. (2) Assumes all shares offered are sold pursuant to the prospectus and this prospectus supplement.
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