-----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, Rgwx8sh+mV6H5K4p+dB3w3URo/ZuR8r85FLT3dDab+4reTDvKHBWzc6kdDEThl/G imihMOnY6K8du3Dq5ocqcQ== 0001019687-05-002774.txt : 20051011 0001019687-05-002774.hdr.sgml : 20051010 20051011085924 ACCESSION NUMBER: 0001019687-05-002774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051008 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 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: 051130922 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-101105.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, 2005 NETGURU, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-28560 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) 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 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On October 5, 2005, netGuru, Inc. received a notice from The Nasdaq Capital Market regarding compliance with the $1.00 minimum closing bid price continued listing standard set forth in Nasdaq Marketplace Rule 4310(c)(4). A press release regarding this matter is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. netGuru intends to monitor the closing bid price of its common stock between now and April 3, 2006, and to consider available options if its common stock does not trade at a level likely to result in netGuru regaining compliance with the minimum closing bid price requirement. ITEM 8.01 OTHER EVENTS. netGuru previously announced that it was preparing to hold its 2005 annual meeting of stockholders on October 31, 2005. However, netGuru has moved the date of the 2005 annual meeting of stockholders to Thursday, November 17, 2005, at 10:00 a.m., at netGuru's principal executive offices located at 22700 Savi Ranch Parkway, Yorba Linda, California 92887. All holders of record of netGuru's common stock outstanding as of the close of business on September 20, 2005 will be entitled to vote at the annual meeting. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. --------- Number Description ------ ----------- 99.1 Press release dated October 10, 2005. 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: October 10, 2005 NETGURU, INC. By: /S/ BRUCE K. NELSON ---------------------------------------- Bruce K. Nelson, Chief Financial Officer 3 EX-99.1 2 netfuru_8kex-9901.txt PRESS RELEASE EXHIBIT 99.1 NETGURU LOGO Bruce Nelson Dan Matsui/Gene Heller Chief Financial Officer Silverman Heller Associates (714) 974-2500 x-215 (310) 208-2550 Santanu Das Chief Operating Officer (714) 974-2500 x-329 NETGURU RECEIVES NASDAQ NOTIFICATION Providing 180 Days to Remedy Bid Price Deficiency Yorba Linda, Calif.-October 10, 2005-netGuru, Inc. (Company) (Nasdaq: NGRU) received a Nasdaq Staff Deficiency letter (the "Letter") on October 5, 2005, indicating that the Company is not in compliance with the $1.00 minimum closing bid price requirement for continued listing on The Nasdaq Capital Market as set forth in Marketplace Rule 4310(c)(4) (the "Rule"). The Letter also stated that, in accordance with Marketplace Rule 4310(c)(8)(D), netGuru will be provided 180 calendar days, or until April 3, 2006, to regain compliance. In accordance with Marketplace Rule 4310(c)(8)(E), if at any time before April 3, 2006, the bid price of the Company's common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Company will be provided written notice that it complies under the Rule. If compliance with the Rule cannot be demonstrated by April 3, 2006, the Staff will determine whether netGuru meets The Nasdaq Capital Market initial listing criteria set forth in Marketplace rule 4310(c), except for the bid price requirement. If the Company meets the initial listing criteria, the Company will be given notice that it has been granted an additional 180 calendar-day period to comply with the Rule. If it is determined that the Company is not eligible for this additional compliance period, the Company will be provided written notice that its securities will be delisted. At that time, the Company may appeal to a Listing Qualifications Panel the Staff's determination to delist its securities. About netGuru netGuru is an engineering information technology and services company offering engineering analysis and design software, collaborative software solutions, and professional and technical information technology services and support to businesses worldwide. netGuru serves its global markets and clients through offices located in the United States, Europe, Asia, and the Middle East, and through distributors in 40 countries. The Company licenses its engineering software and solutions to more than 19,000 businesses in 100 countries. For more information please visit www.netguru.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 With the exception of historical or factual information, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties. Actual future results may differ. Factors that could cause or contribute to such differences in results include, but are not limited to, any further determination Nasdaq may make regarding netGuru's compliance with Nasdaq Marketplace Rules and other factors discussed in the "Risk Factors" Section of netGuru's Form 10-KSB for the fiscal year ended March 31, 2005, and other filings made with the U.S. Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----