-----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, GjJ6lBBmdjfxFbF2VIMis4CRbHbbU+vQf3vpsNm4AWHJvCGIHDiVrHLHuBiCvVgy g3fE4SyNpHF0dghJMI2Q0A== 0001019687-03-001905.txt : 20030916 0001019687-03-001905.hdr.sgml : 20030916 20030916135703 ACCESSION NUMBER: 0001019687-03-001905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030912 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030916 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: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28560 FILM NUMBER: 03897312 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: 20000317 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC DATE OF NAME CHANGE: 19960603 8-K 1 netguru_8k-091603.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 12, 2003 ------------------ NETGURU, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-28560 22-2356861 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 22700 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92887 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 974-2500 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. Announcement Regarding Application To Trade On The Nasdaq SmallCap Market - ------------------------------------------------------------------------- On September 12, 2003, netGuru, Inc. (the "Company") issued a press release announcing the Company has applied to transfer the listing of its common stock to The Nasdaq SmallCap Market from The Nasdaq National Market. A copy of the press release is filed with this report as exhibit 99.1 and incorporated into this report by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS. Exh. No. Description -------- ----------- 99.1 Press release dated September 12, 2003 regarding application to trade on the Nasdaq SmallCap Market SIGNATURE 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 hereunto duly authorized. Date: September 16, 2003 NETGURU, INC. By: /s/ BRUCE NELSON ------------------------------------- Bruce Nelson, Chief Financial Officer EXHIBITS FILED WITH THIS REPORT Exh. No. Description - -------- ----------- 99.1 Press release dated September 12, 2003 regarding application to trade on the Nasdaq SmallCap Market EX-99.1 3 netguru_8kex99-1.txt EXHIBIT 99.1 netGuru Applies to Trade on The Nasdaq SmallCap Market Yorba Linda, CA - September 12, 2003 - netGuru, Inc. (Nasdaq: NGRU), an integrated information technology and services company, today announced that it has applied to transfer the listing of its common stock to The Nasdaq SmallCap Market from The Nasdaq National Market. Amrit Das, Chairman & CEO of netGuru said, "When Nasdaq notified us on September 8, 2003 that the company must regain compliance with the minimum stockholder's equity requirement for continued listing on The Nasdaq National Market, we decided that it would be prudent to move to The Nasdaq SmallCap Market at this time. This avoids expending what would likely be significant time and expense toward an uncertain outcome and puts the company in the segment of the Nasdaq market that reflects our current stockholder's equity position." The company received a Nasdaq staff determination letter on September 8, 2003 indicating that the company did not comply with the stockholders' equity requirement for continued listing set forth in Marketplace Rule 4450(a)(3). It is anticipated that the company will transfer its listing to The Nasdaq SmallCap Market. Following a transfer of the company's listing to The Nasdaq SmallCap Market, netGuru shareholders would continue to have access to current trading information, including trade, bid and ask quotations and share volume. In addition, daily closing prices quotations would continue to be available to investors through brokerage terminals, financial websites and Nasdaq's website. About netGuru netGuru (www.netguru.com) is an integrated information technology and services company. The company's solutions consist of the following: o Engineering and collaborative software products and services for businesses worldwide; o Information technology services; and o Web-based telecommunication and travel services The company has offices in the United States, India, the United Kingdom, France, Germany and Singapore and has distributors in 40 countries. The Company currently licenses its software products to more than 20,000 businesses, with 50,000 installations and 160,000 users in over 65 countries. About The Nasdaq Small Cap Market The Nasdaq Stock Market has two tiers - The Nasdaq National Market that contains the largest and most actively traded stocks and The Nasdaq SmallCap Market that is the smaller capitalization tier. Both markets have stringent corporate governance standards. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 With the exception of historical information, the matters discussed in this press release, including in particular, the company's ability to successfully transfer the listing of its common stock to The Nasdaq SmallCap Market, are forward-looking statements that involve a number of risks and uncertainties. The actual future results of the company could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, the acceptance by Nasdaq of the company's application to The Nasdaq SmallCap Market, the company's current and continuing ability to satisfy continued listing requirements of The Nasdaq SmallCap Market, any future changes in Nasdaq rules and requirements or their application to the company's listing, and any additional deficiencies that may arise in the future with regard to the company's compliance with Nasdaq rules and requirements. For further information please contact: Jyoti Chatterjee Bruce Nelson President and COO Chief Financial Officer jyoti@netguru.com bruce@netguru.com (714) 974-2500 x 214 (714) 974-2500 x 215 -----END PRIVACY-ENHANCED MESSAGE-----