8-K 1 netguru_8k-041604.txt UNITED STATES 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) APRIL 16, 2004 ------------------ 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. SALE OF TRAVEL SUBSIDIARY, E-DESTINATIONS ----------------------------------------- netGuru, Inc. (the "Company") completed the sale of its travel subsidiary, eDestinations, Inc, effective April 16, 2004. On April 26, 2004, the Company issued a press release on that same day, announcing the completion of the sale of eDestinations. A copy of the press release is filed with this report as exhibit 99.1 and incorporated into this report by reference. A copy of the agreement to sell eDestinations is also attached as exhibit 10.1. 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 -------- ----------- 2.1 Stock purchase agreement dated as of April 16, 2004, by and between netGuru, Inc. and Rakesh Kapoor. 99.1 Press release dated April 26, 2004 regarding completion of the sale of travel subsidiary. 2 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: April 27, 2004 NETGURU, INC. By: /s/ BRUCE NELSON ------------------------------------- Bruce Nelson, Chief Financial Officer 3 EXHIBITS FILED WITH THIS REPORT Exh. No. Description -------- ----------- 2.1 Stock purchase agreement dated as of April 16, 2004, by and between netGuru, Inc. and Rakesh Kapoor. 99.1 Press release dated April 26, 2004 regarding completion of the sale of travel subsidiary. 4