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Technology Stocks : GuruNet -- Ignore unavailable to you. Want to Upgrade?

To: Mark Fleming who wrote (9)	2/7/2005 11:49:56 AM
From: Glenn Petersen	Read Replies (1) \| Respond to of 15

Probably a smart move to close out your position before the conference call. The stock market gods - and Forbes - have been very good to you. A great call on your part. Congratulations. biz.yahoo.com Form 8-K for GURUNET CORP 7-Feb-2005 Entry Material Agreement, Sale of Equity, Regulation FD Disclosure, Financial Statem ITEM 1.01. Entry Into Material Definitive Agreement. GuruNet Corporation (the "Company") announced today that the Company entered into an agreement, dated February 4, 2005 (the "Agreement"), with certain holders (the "Holders") of warrants that were issued by the Company in January, February and October 2004 in connection with a bridge financing transaction (the "Bridge Warrants"), pursuant to which the Holders exercised an aggregate of 1,871,783 Bridge Warrants at the stated exercise price thereof. As a result, the Company will issue an aggregate of 1,029,488 shares of its common stock, $0.001 par value (the "Common Stock"), for aggregate gross consideration of $12,559,700. The Company plans to use such proceeds for general working capital needs and possible future acquisitions. Under the terms of the Agreement, in order to provide incentive to the Holders to exercise their Bridge Warrants, for every share of Common Stock purchased by the Holders through the exercise of Bridge Warrants, the Company issued to the Holders new warrants, dated February 4, 2005, to purchase such number of shares of Common Stock equal to 55% of the number of shares of Common Stock underlying their respective Bridge Warrants, at an exercise price of $17.27 per share (the "New Warrants"). The exercise price of the New Warrants is equal to 110% of the average of the closing prices of the Common Stock as reported on the American Stock Exchange for the five trading days immediately prior to February 4, 2005. The New Warrants are immediately exercisable and expire on February 4, 2010. The Company has agreed to file a registration statement with the SEC as promptly as reasonably practicable to register for resale the shares of Common Stock underlying the New Warrants. Upon the occurrence of certain events, including the failure by the Company to file the registration statement on or prior to March 6, 2005 and the failure of the registration statement to be declared effective by the SEC on or prior to May 5, 2005, the Holders will be entitled to certain liquidated damages from the Company. <snip>