Filed
Pursuant to Rule 424(b)(3)
File
Number 333-123906
PROSPECTUS
SUPPLEMENT NO. 2
Prospectus
Supplement No. 2 dated May 12, 2005
to
Prospectus declared
effective
on April 21, 2005,
as
supplemented by
Prospectus
Supplement No. 1
dated
May 11, 2005
(Registration
No. 333-123906)
GURUNET
CORPORATION
This
Prospectus Supplement No. 2 supplements our Prospectus dated April 21, 2005, as
supplemented by Prospectus Supplement No. 1 dated May 11, 2005. The shares that
are the subject of the Prospectus have been registered to permit their resale to
the public by the selling stockholders named in the Prospectus. We are not
selling any shares of common stock in this offering and therefore will not
receive any proceeds from this offering, other than the exercise price, if any,
to be received upon exercise of the warrants and options referred to in the
Prospectus. You should read this Prospectus Supplement No. 2 together with the
Prospectus and Prospectus Supplement No. 1 thereto.
This
Prospectus Supplement includes the following documents, as filed by us with the
Securities and Exchange Commission:
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The
attached Current Report on Form 8-K/A of GuruNet Corporation dated May 10,
2005; |
Our
common stock is listed on the American Stock Exchange under the symbol
“GRU.”
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this Prospectus Supplement. Any representation to the contrary is a
criminal offense.
The
date of this Prospectus Supplement is May 12, 2005.
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): 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 |
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(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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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
2.02 Results
of Operations and Financial Condition
On May
10, 2005, GuruNet Corporation announced its financial results for the quarter
ended March 31, 2005. A copy of the script from the conference call announcing
the results was attached as Exhibit 99.1 to GuruNet’s current report on Form 8-K
(File No. 001-32255) dated May 10, 2005.
This
amendment corrects an error contained in the text of the script. On page 11 of
the script, the text of Robert S. Rosenschein’s remarks read as
follows:
“I am
pleased to share with you that May average daily ad revenue has shown over a 20%
increase over March average daily ad revenue.”
Mr.
Rosenchien’s remarks should read as follows:
“I am
pleased to share with you that May average daily ad revenue has shown over a 20%
increase over April average daily ad revenue.”
Except
for the foregoing, no attempt has been made in this Form 8-K/A to modify or
update other disclosures as presented in the original Form 8-K.
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 |
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By: |
/s/ Steven
Steinberg |
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Chief Financial Officer |
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Dated:
May 12, 2005 |
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