UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
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 29, 2005
GuruNet
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
1-32255 |
|
98-0202855 |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
Jerusalem
Technology Park
Building
98
Jerusalem,
Israel 91481
(Address
of Principal Executive Offices)
+972-2-649-5000
(Registrant’s
Telephone Number, Including Area Code)
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):
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01 Entry
into a Material Definitive Agreement
On April
29, 2005, GuruNet Corporation (the “Company”) entered into a lease agreement
(the “Lease”) with 35th Street
Associates (the “Landlord”) to lease office space in the building known as 237
West 35th Street
(a portion of the 11th floor
know as suite 1101) in New York, NY (the “Premises”). The space will serve as
the Company’s U.S. headquarters. The term of the Lease shall begin on May 1,
2005 and end on June 30, 2010; however, the Company shall have the right to
cancel the Lease commencing May 1, 2008, upon 90 days prior written notice to
the Landlord, provided it is not in default of any of the terms of the Lease and
it delivers to Landlord an amount representing unamortized free rent
(described below) and commissions due as of the date the Lease is terminated.
The average base rent for the Premises during the first year of the Lease is
approximately $66,000.00 per annum and will increase to approximately $74,000.00
per annum during the final year of the Lease. In addition to the base rent, the
Company will be responsible for certain costs and charges specified in the
Lease, including real estate taxes and utility charges.
In
connection with the execution of the Lease, the Company made a security deposit
in the amount of $18,668.24. The Company shall forfeith its security deposit in
the event it elects to cancel the Lease as discussed above. The Lease also
provides that during the months of May and June 2005, the Company shall not pay
base rent.
The
foregoing is a summary description of certain terms of the Lease. It is
qualified in its entirety by the text of the Lease attached as Exhibit 10.1 to
this current report on Form 8-K and incorporated herein by
reference.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this current report on Form 8-K
regarding the Lease is hereby incorporated into this Item 2.03 by
reference.
Item
9.01 Financial
Statements and Exhibits
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Exhibit
No. |
|
Description |
|
|
|
|
|
10.1 |
|
Lease
Agreement between GuruNet Corporation and 35th
Street Associates dated April 29, 2005. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GURUNET
CORPORATION |
|
|
|
| Dated: May 6, 2005 |
By: |
/s/ Steven
Steinberg |
| |
Steven Steinberg |
| |
Chief Financial
Officer |
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
|
|
|
|
|
10.1 |
|
Lease
Agreement between GuruNet Corporation and 35th
Street Associates dated April 29, 2005. |