UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 10, 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results
of Operations and Financial Condition
The
following information, including Exhibit 99.1 attached hereto, is being
furnished pursuant to this Item 2.02 and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
On May
10, 2005, GuruNet Corporation, a Delaware corporation (“GuruNet”),
issued a press release discussing its financial results for its first quarter of
2005. A copy of the press release is furnished as Exhibit 99.1 to this
report.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On May
10, 2005, Michael Eisenberg - a director of GuruNet - voluntarily resigned from
the Board of Directors of GuruNet (“Board”) for
personal reasons. Following his resignation, Mr. Eisenberg also departs from
GuruNet’s Compensation Committee, which remains comprised of two Board
members.
In
connection with Mr. Eisenberg's departure, the Board voted unanimously
to accelerate the vesting of options to purchase 7,100 shares of GuruNet's
common stock held by Mr. Eisenberg, representing approximately 25% of the
options previously granted to him by the Board (which were
originally scheduled to vest on June 23, 2005, the first
anniversary of the date of grant), so that such options would become fully
vested on May 10, 2005 and immediately exercisable.
On May
10, 2005, the Board, pursuant to its unanimous written consent, elected Larry
Kramer a director of GuruNet to serve until the next annual meeting of the
stockholders of GuruNet and/or until his successor has been duly elected and
qualified.
A copy of
the press release covering the foregoing changes in the Board’s composition is
attached hereto as Exhibit 99.2
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Press
Release dated May 10, 2005. |
|
99.2 |
|
Press
Release dated May 10, 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.
| |
|
|
| |
GURUNET
CORPORATION |
|
|
|
|
By: |
/s/ Steven
Steinberg |
| |
Steven Steinberg |
| |
Chief Financial
Officer |
| |
|
| Dated: May 10, 2005 |
|
EXHIBIT
INDEX
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Press
Release dated May 10, 2005. |
|
99.2 |
|
Press
Release dated May 10, 2005. |