Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________________
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASESS OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
_____________________________
GURUNET
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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98-0202855
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(State
or jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Jerusalem
Technology Park
Building
98
Jerusalem
91481 Israel
972-2-6495000
(Address
and telephone number of principal executive offices)
If
this
Form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), please check the following box. o
If
this
Form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), please check the following box. x
_____________________________
Securities
Act registration file number to which this form relates:
(if applicable).
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so
registered
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Name
of each exchange on which each class is to be
registered
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NOT
APPLICABLE
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NONE
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Securities
to be registered pursuant to Section 12(g) of the Act:
COMMON
STOCK, PAR VALUE $.001 PER SHARE
(Title
of class)
Item
1. Description of Registrant’s Securities to be
Registered
General
The
authorized capital stock of GuruNet Corporation (“GuruNet”) consists of
30,000,000 shares of common stock, $.001 par value and 1,000,000 shares of
preferred stock, $.01 par value. This Form 8-A is being filed in connection
with
the listing of GuruNet’s common stock on the Nasdaq National Market. The common
stock has been accepted for listing on the Nasdaq National Market under the
symbol “ANSW”.
Common
Stock
As
of
July 28, 2005, there were 7,031,127 shares of the common stock of GuruNet
outstanding. The holders of common stock are entitled to one vote for each
share
of such stock held of record. Except as otherwise provided by law or by the
resolution or resolutions adopted by our board of directors designating the
rights, powers and preferences of any series of preferred stock, the common
stock shall have the exclusive right to vote for the election of directors
and
for all other purposes. The holders of our common stock do not have preemptive
rights. The holders of our common stock are entitled to any dividends as may
be
declared by our board of directors out of legally available funds. Our board
of
directors does not intend to declare any cash or other dividends in the
foreseeable future, but intends instead to retain earnings, if any, for use
in
our business operations.
Warrants
As
of
July 28, 2005, there were outstanding warrants to purchase 1,257,763 shares
of
the common stock of GuruNet at exercise prices ranging from $7.20 to $ 34.53
per
share. The expiration dates of the warrants range from April 1, 2009 to February
4, 2010.
Stock
Options
As
of
July 28, 2005, there were outstanding options to purchase 1,337,700 shares
of
the common stock of GuruNet at exercise prices ranging from $0.69 to $20.35
per
share. The expiration dates of the options range from March 21, 2009 to July
12,
2015.
Preferred
Stock
Our
certificate of incorporation authorizes the issuance of blank check preferred
stock with such designations, rights and preferences as may be determined from
time to time by our board of directors. Accordingly, our board of directors
is
empowered, without stockholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights that could dilute the percentage
equity ownership in our company, the voting power and/or other rights of the
holders of common stock. In addition, the preferred stock could be utilized
as a
method of discouraging, delaying or preventing a change in control of
us.
Holders
of preferred stock shall not be entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote. The number of authorized
shares of preferred stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding common stock, without a vote of the
holders of the preferred stock, or of any series, unless a vote of any such
holders is required pursuant to any preferred stock designation. As of July
28,
2005, there were no shares of preferred stock outstanding.
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EXHIBIT
NMBER
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DESCRIPTION
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4.1
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Amended
and Restated Certificate of Incorporation (Previously filed as Exhibit
3.1
to the Registration Statement on Form SB-2 (File No. 333-115424)
filed May
12, 2004, and incorporated herein by reference.)
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4.2
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Amended
and Restated By-laws (Previously filed as Exhibit 3.2 to the Registration
Statement on Form SB-2 (File No. 333-115424 ) filed May 12, 2004,
and
incorporated herein by reference.)
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4.3
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Specimen
Common Stock certificate (Previously filed as Exhibit 4.1 to the
Registration Statement on Form SB-2 (File No. 333-115424) filed July
16,
2004, and incorporated herein by
reference.)
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.
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GuruNet
Corporation |
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| DATE:
Agust 1, 2005 |
By: |
/s/ Steven Steinberg |
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Name: Steven
Steinberg
Title: Chief
Financial Officer
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