netGuru Remedies Nasdaq Stockholder Approval and Listing Notification Deficiencies
2005年9月29日 - 6:49AM
ビジネスワイヤ(英語)
netGuru, Inc. (Nasdaq:NGRU) has remedied its failures to seek or
obtain stockholder approval for certain issuances of equity
securities and to file a notification form for listing of
additional shares for those issuances. On September 8, 2005,
netGuru verbally notified Nasdaq pursuant to Nasdaq Marketplace
Rule 4350(m) that netGuru intended to file a late notification form
pursuant to Nasdaq Marketplace Rule 4310(c)(17)(A) and to seek
stockholder approval pursuant to Nasdaq Marketplace Rule
4350(i)(1)(A) for the issuance of 10,000 shares of common stock to
a former director for director services rendered and for the
issuance of five-year options to purchase up to 5,990 shares of
common stock to seven persons for software consulting services
rendered. As of September 8, 2005, netGuru entered into option
agreement amendments with the software consultants to provide that
the options would vest and become exercisable in full immediately
following stockholder approval or ratification of the issuance of
the options and entered into an agreement with the former director
to require that the shares may not be transferred or voted and
shall not be entitled to receive any dividends that may be declared
unless and until stockholder approval is obtained. On September 12,
2005, September 14, 2005, and September 16, 2005, netGuru submitted
to Nasdaq the notification form and other materials, including a
letter stating that if netGuru is unable to obtain stockholder
approval or ratification of the issuances of equity securities
described above, then netGuru will promptly cancel those equity
securities and instead provide their holders with other
consideration consisting of cash and/or options to purchase shares
of common stock that are issued under a plan for which stockholder
approval has already been obtained. On September 23, 2005, Nasdaq
notified netGuru in writing that subject to compliance with Nasdaq
Marketplace Rule 4803(a), Nasdaq staff had determined that netGuru
had regained compliance with Nasdaq Marketplace Rules
4350(c)(17)(A) and 4350(i)(1)(A). About netGuru netGuru is an
engineering information technology and services company offering
engineering analysis and design software, collaborative software
solutions, and professional and technical information technology
services and support to businesses worldwide. netGuru serves its
global markets and clients through offices located in the United
States, Europe, Asia, and the Middle East, and through distributors
in 40 countries. The Company licenses its engineering software and
solutions to more than 19,000 businesses in 100 countries. For more
information please visit www.netguru.com. Safe Harbor Statement
under the Private Securities Litigation Reform Act of 1995 With the
exception of historical or factual information, the matters
discussed in this press release, including netGuru's assumption
that this press release satisfies Nasdaq Marketplace Rule 4803(a),
are forward looking statements that involve risks and
uncertainties. Actual future results may differ. Factors that could
cause or contribute to such differences in results include, but are
not limited to, any further determination Nasdaq may make regarding
netGuru's compliance with Nasdaq Marketplace Rules 4350(c)(17)(A)
and 4350(i)(1)(A) or other Nasdaq Marketplace Rules and other
factors discussed in the "Risk Factors" Section of netGuru's Form
10-KSB for the fiscal year ended March 31, 2005, and other filings
made with the U.S. Securities and Exchange Commission.
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