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): July 28, 2005
GuruNet
Corporation
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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1-32255
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98-0202855
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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
1.01 Entry
into a Material Definitive Agreement
On
July
26, 2005, GuruNet Israel Ltd., GuruNet Corporation’s (the “Company”)
wholly-owned subsidiary (the “Subsidiary”), entered
into a supplemental agreement to its operating lease (the “Supplement”) in
connection with its relocation to new office space. The term of the original
lease was extended by 55 additional months beyond its original date of
expiration, December 31, 2005. According
to the Supplement, the Subsidiary will occupy the new office space commencing
September 15, 2005, through July 31, 2010. The monthly rental due under the
lease will be 50,802 New Israeli Shekels (“NIS”) (US$11,185 based on the
exchange rate on July 15, 2005) for the first year, and NIS 69,483 (US$15,298
based on the exchange rate on July 15, 2005) for the remaining four years.
The
Company will recognize the rent expense for this lease on a straight-line
basis
over the minimum lease term. The rent payments will be linked to the Israeli
Consumer Price Index. In addition to the base rent, the Company will be
responsible for certain costs and charges specified in the lease, including
maintenance and utility charges.
A
summary
description of the material terms of the Supplement appears in the text attached
hereto as Exhibit 10.1 to this current report on Form 8-K and incorporated
herein by reference.
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
July
28, 2005, the Company issued a press release discussing its financial results
for the second quarter of 2005. A copy of the press release is furnished
as
Exhibit 99.1 to this current report on Form 8-K and incorporated herein by
reference. A copy of the script from the conference call announcing the results
is attached as Exhibit 99.2 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 Supplement is hereby incorporated into this Item 2.03 by
reference.
Item
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On
July
28, 2005, the Company announced that its listing on the American Stock Exchange
(AMEX) will be withdrawn as of, and the last day of trading on the AMEX under
the symbol GRU will be, August 1, 2005. Commencing August 2, 2005, the Company’s
common stock will be traded on the NASDAQ National Market under the symbol
ANSW.
A
copy of
the press release issued by the Company on July 28, 2005, covering, among
other
things, the Company’s imminent move to the NASDAQ National Market, is attached
hereto as Exhibit 99.1 to this current report on Form 8-K and incorporated
herein by reference.
Item
9.01 Financial
Statements and Exhibits
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10.1
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Summary
of material terms for lease of office space by GuruNet Israel
Ltd.,
wholly-owned subsidiary of GuruNet Corporation, at Jerusalem
Technology
Park, Jerusalem, Israel
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99.1
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Press
release of GuruNet Corporation dated July 28, 2005.
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99.2
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Script
of conference call held on July 28, 2005, reporting financial
results of
GuruNet Corporation for the quarter ended June 30, 2005
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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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| Dated:
July 28, 2005 |
By: |
/s/ Steven
Steinberg |
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Steven
Steinberg
Chief
Financial
Officer
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EXHIBIT
INDEX
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10.1
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Summary
of material terms for lease of office space by GuruNet Israel
Ltd.,
wholly-owned subsidiary of GuruNet Corporation, at Jerusalem
Technology
Park, Jerusalem, Israel
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99.1
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Press
release of GuruNet Corporation dated July 28, 2005.
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99.2
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Script
of conference call held on July 28, 2005, reporting financial
results of
GuruNet Corporation for the quarter ended June 30, 2005
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