-----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, PCzB08FEjVCOesm/uKhTKo7q2q2f+K49OpipD1g5fRrc5wC+4uNBO6mvSGUx70c3 Be+hghbYVNWlt+4YvMr9DQ== 0001019687-03-002106.txt : 20031015 0001019687-03-002106.hdr.sgml : 20031013 20031015171122 ACCESSION NUMBER: 0001019687-03-002106 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031008 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031015 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: 03942325 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-101503.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) OCTOBER 8, 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 Transfer of Stock Listing to The Nasdaq SmallCap Market - ------------------------------------------------------------------------- On October 8, 2003, netGuru, Inc. (the "Company") issued a press release announcing the Company's application to transfer the listing of its common stock from The Nasdaq National Market to The Nasdaq SmallCap Market had been approved. The Company added that the transfer would be effective at the opening of the market on Thursday, October 9, 2003, and the stock would continue to trade under the symbol "NGRU." 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 October 8, 2003 regarding transfer of stock listing to 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: October 15, 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 October 8, 2003 regarding transfer of stock listing to The Nasdaq SmallCap Market. EX-99.1 3 netguru_8kex99-1.txt EXHIBIT 99.1 netGuru Moves to The Nasdaq SmallCap Market Yorba Linda, CA - October 8, 2003 - netGuru, Inc. (Nasdaq: NGRU), an integrated information technology and services company, today announced that its application to transfer the listing of its common stock from The Nasdaq National Market to The Nasdaq SmallCap Market has been approved. The transfer will be effective at the opening of the market on Thursday, October 9, 2003, and the stock will continue to trade under the symbol "NGRU." netGuru transferred its listing to The Nasdaq SmallCap Market because, as of March 31, 2003, netGuru's stockholders equity had declined below the $10 million minimum requirement for continued listing on The Nasdaq National Market. With the recognition of $5.8 million impairment to IT services goodwill in fiscal 2003 pursuant to recent accounting rules, along with its operating loss in fiscal 2003, netGuru's stockholders' equity had declined below the required level. After transferring to The Nasdaq SmallCap Market, NetGuru will be required to maintain $2.5 million in shareholders' equity. As of June 30, 2003, netguru's stockholders' equity was $4.989 million. Amrit Das, Chairman & CEO of netGuru said, "We believe the move to The Nasdaq SmallCap Market imposes no restrictions on management's ability to pursue the goals and objectives of netGuru, nor does it diminish our shareholders' ability to benefit from the convenience and trading dynamics of The Nasdaq Stock Market." 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 85 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-----