<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
netGuru, Inc.
-------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------
(5) Total fee paid:
----------------------------------------------------
[ ] Fee paid previously with preliminary materials.
<PAGE>
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NETGURU, INC.
22700 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92887
November 8, 2000
To Our Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of
Stockholders of netGuru, Inc. which will be held at 10:00 a.m. on December 7,
2000, at our executive offices located at 22700 Savi Ranch Parkway, Yorba Linda,
California 92887 ("Annual Meeting"). All holders of our outstanding common stock
as of November 2, 2000 are entitled to vote at the Annual Meeting.
Enclosed is a copy of the Notice of Annual Meeting of Stockholders,
proxy statement and proxy card. A current report on the business operations of
netGuru, Inc. will be presented at the meeting, and stockholders will have an
opportunity to ask questions.
We hope you will be able to attend the Annual Meeting. Whether or not
you expect to attend, it is important you complete, sign, date and return the
proxy card in the enclosed envelope in order to make certain that your shares
will be represented at the Annual Meeting.
Sincerely,
/s/ Amrit K. Das
Amrit K. Das
Chief Executive Officer
<PAGE>
NETGURU, INC.
22700 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92887
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 7, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
netGuru, Inc., a Delaware corporation, will be held at 10:00 a.m. local time, on
December 7, 2000, at our executive offices located at 22700 Savi Ranch Parkway,
Yorba Linda, California 92887 ("Annual Meeting") for the following purposes:
1. To elect four directors to the Board of Directors;
2. To approve the selection of KPMG LLP, independent auditors, to
audit the consolidated financial statements of our company for the
fiscal year beginning April 1, 2000; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on November 2,
2000, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and all adjourned meetings thereof.
By Order of the Board of Directors
/s/ Amrit K. Das
Amrit K. Das
Chief Executive Officer
Dated: November 8, 2000
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
<PAGE>
NETGURU, INC.
22700 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92887
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 7, 2000
----------
VOTING AND PROXY
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of netGuru, Inc. for use at
the 2000 Annual Meeting of Stockholders to be held at 10:00 a.m., local time, on
December 7, 2000, at our executive offices located at 22700 Savi Ranch Parkway,
Yorba Linda, California 92887 (the "Annual Meeting"), and at any adjournments
thereof. When such proxy is properly executed and returned, the shares it
represents will be voted in accordance with any directions noted thereon. If no
specification is indicated, the shares will be voted "FOR" the election as
directors of the four nominees listed thereon. Any stockholder giving a proxy
has the power to revoke it at any time before it is voted by written notice to
our Secretary, by issuance of a subsequent proxy or by voting at the Annual
Meeting in person.
At the close of business on November 2, 2000, the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting, we had issued and outstanding 13,844,907 shares of common stock, $.01
par value per share ("Common Stock"). Each share of Common Stock entitles the
holder of record thereof to one vote on any matter coming before the Annual
Meeting. Only stockholders of record at the close of business on November 2,
2000 are entitled to notice of and to vote at the Annual Meeting or at any
adjournments thereof.
Under Delaware law and our Bylaws, a majority of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at a meeting
of stockholders. Generally, if a quorum is present, the affirmative vote of a
majority of the shares represented and voting on any matter will constitute the
act of the stockholders provided the number of shares voting in favor of any
proposal equals at least a majority of the quorum. Although abstentions and
"broker non-votes" are not counted either "for" or "against" any proposals, if
the number of abstentions or "broker non-votes" results in the votes "for" a
proposal not equaling at least a majority of the quorum required for the
meeting, the proposal will not be approved. This will be the case even though
the number of votes "for" the proposal exceeds the votes "against" the proposal.
We will pay the expenses of soliciting proxies for the Annual Meeting,
including the cost of preparing, assembling and mailing the proxy solicitation
materials. Proxies may be solicited personally, or by mail or by telephone, by
directors, officers and regular employees of our company who will not be
additionally compensated therefor. It is anticipated that this proxy statement
and accompanying proxy card will be mailed on or about November 10, 2000 to all
stockholders entitled to vote at the Annual Meeting.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding notice and are more fully discussed below.
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Directors are elected annually and hold office until the next annual
meeting of stockholders or until their respective successors are elected and
qualify. It is intended that the proxies solicited by the Board of Directors
will be voted for election of the four nominees listed below unless a contrary
instruction is made on the proxy. If for any reason one or more of these
nominees should be unavailable as a candidate for director, an event which is
not anticipated, the person named in the accompanying proxy will vote for
another candidate or candidates nominated by the Board of Directors. All of the
nominees for director are, at present, directors of netGuru, Inc.
The following table sets forth certain information with respect to (i)
each nominee for director of our company, (ii) the named executive officers in
the Summary Compensation Table on page 7 and (iii) all director nominees and
executive officers of our company as a group at November 2, 2000, including the
number of shares of Common Stock beneficially owned by each of them. The persons
named hold sole voting and investment power with respect to the shares shown
opposite their respective names, unless otherwise indicated. The information
with respect to each person specified is as supplied or confirmed by such person
or based upon statements filed with the Securities and Exchange Commission.
Except for Mr. Cummings, all persons listed on the following table are executive
officers of our company.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
below have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. Shares of Common Stock subject to
options currently exercisable, or exercisable within 60 days after November 2,
2000, are deemed to be outstanding in calculating the percentage ownership of a
person or group but are not deemed to be outstanding as to any other person or
group.
-2-
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
DIRECTOR BENEFICIAL OWNERSHIP CLASS OF
NAME OR IDENTITY OF GROUP AGE SINCE OF COMMON STOCK COMMON STOCK
------------------------- --- ----- -------------- ------------
<S> <C> <C> <C> <C>
Amrit K. Das(1).................................... 54 1981 2,689,518 19.2%
Jyoti Chatterjee(2)................................ 44 1990 457,957 3.3%
Bruce E. Cummings(3)............................... 51 1996 20,000 *
Santanu Das(4)..................................... 27 1996 2,704,900 19.3%
Clara Young(5)..................................... 46 -- 104,039 *
Wayne Blair(6)..................................... 61 -- 113,000 *
Stephen Owen(7).................................... 41 -- 150,191 1.1%
All of our director nominees and executive officers 6,239,605 42.8%
as a Group (7 persons)(8)
</TABLE>
---------------
* Less than 1%.
(1) Includes 2,509,518 shares of Common Stock held by the A. and P. Das Living
Trust, 50,000 shares held by the Purabi Das Foundation for which Mr. Das
is the Trustee and 130,000 shares of Common Stock underlying options which
are exercisable as of November 2, 2000 or within 60 days after such date.
Does not include 1,862,924 shares of Common Stock held by Mr. Das'
daughter, Sormistha Das, or 2,704,900 shares of Common Stock beneficially
held by Mr. Das' son, Santanu Das. Mr. Das disclaims beneficial ownership
of the shares of Common Stock held by Sormistha Das and Santanu Das.
(2) Includes 192,667 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
(3) Represents 20,000 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
(4) Includes 150,000 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date. Mr.
Das is the son of Amrit Das, the Company's Chief Executive Officer.
(5) Includes 68,667 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
(6) Represents 113,000 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
(7) Includes 66,667 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
(8) Includes 741,001 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
-3-
<PAGE>
BUSINESS EXPERIENCE
NOMINEES FOR DIRECTOR
AMRIT K. DAS is our founder and has served as our Chief Executive
Officer and as a Director since our inception in 1981. Mr. Das also served as
our President from our inception until March 1999. Mr. Das holds a B.S. in
Civil/Structural Engineering from Calcutta University, India and an M.S. in
Structural Engineering from the University of South Carolina.
JYOTI CHATTERJEE has served as our President since March 1999 and has
served as our Chief Operating Officer and as a Director since April 1990. From
April 1990 to March 1999, Mr. Chatterjee served as our Executive Vice President.
Prior to that Mr. Chatterjee served as our Chief Consulting Engineer from 1985
to 1990. Mr. Chatterjee holds a B.S. in Structural Engineering from the Indian
Institute of Technology and an M.S. in Structural Engineering from the
University of Pennsylvania.
BRUCE E. CUMMINGS has served as a Director of our company since 1996.
Mr. Cummings is the Principal of Bruce Cummings Associates, management and
marketing consultants. Mr. Cummings has held this position since June 1997.
Prior to that, Mr. Cummings was the President and Chief Executive Officer of
Portrait Display Labs, Inc., a manufacturer of special purpose computer monitors
that he co-founded, from 1992 to June 1997. Mr. Cummings is currently a member
of the Advisory Board for Europe Direct, the European Direct Marketing
Conference. Mr. Cummings holds a B.S. in Marketing from California State
University at Long Beach.
SANTANU DAS has served as our Vice President, New Technology since July
1999 and as a Director since September 1996. Prior to that he served as our
Manager of New Technology from May 1997 until June 1999. Prior to that Mr. Das
served as a Senior Engineering Analyst for our company from 1991 to April 1997.
Mr. Das holds a B.S. in Structural Engineering from the University of Southern
California and an M.S. in Structural Engineering from the Massachusetts
Institute of Technology. Santanu Das is the son of Amrit Das, our Chief
Executive Officer.
All directors hold office until the next annual stockholders' meeting
or until their respective successors are elected or until their earlier death,
resignation or removal. Officers are appointed by, and serve at the discretion
of, the Board of Directors.
OTHER EXECUTIVE OFFICERS
WAYNE L. BLAIR has served as our Senior Vice President, Finance, Chief
Financial Officer and Treasurer since October 1999. He served as our Chief
Financial Officer, Treasurer and Secretary from September 1997 to September
1999. Prior to that Mr. Blair was the Chief Financial Officer for National
Electronics Corporation from 1994 to 1997. From 1992 to 1994, Mr. Blair was the
Chief Financial Officer for Satellite Technology (currently STM Wireless, Inc.).
Mr. Blair holds a B.S. in Accounting from California State University, Long
Beach.
CLARA YOUNG has served as our Vice President Administration since
December 1987. Prior to that Ms. Young served as program analyst with The
Technical Group, Inc. from December 1982 to December 1987. Ms. Young holds a
B.S. in Computer Science from California State University, Fullerton.
STEPHEN OWEN has served as our Senior Vice President of European
Operations since October 1999. He served as our Director of European Operations
from 1987 to 1999. Mr. Owen holds a B.S. in Civil Engineering from the
University College Swansea, United Kingdom.
-4-
<PAGE>
KEY EMPLOYEES
ERIC L. CHRISTENSEN has served as our Vice President of Corporate
Strategies, General Counsel and Secretary since March 2000. Prior to joining us,
Mr. Christensen served as an attorney and legal advisor from December 1997 to
March 2000 for select corporate clients on a variety of business matters. Prior
to that, Mr. Christensen served as Assistant General Counsel and Director,
Contract Administration for MAI Systems Corporation, a computer software
company. Mr. Christensen holds a B.A. in History from the University of
California Los Angeles and a J.D. from Loyola Law School of Los Angeles.
CHARLES SLEICHTER III has served as our Vice President, Marketing
Communications and Marketing Strategies since January 2000. Prior to joining us,
Mr. Sleichter served, as an independent contractor, as Chief Operating Officer,
Senior Executive-Creative & Marketing Strategy for VPC Communications from
August 1999 to December 1999. From September 1997 to July 1999, Mr. Sleichter
served as Director of Business Development for J.B. Research/Relaxor. From 1996
to 1997, he served as an adjunct professor in the Department of Communications,
Film and Television of California State University, Fullerton. Mr. Sleichter
holds a B.A. in Communications and an M.A. in Mass Communications, Electronic
Media from California State University, Fullerton.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held no meetings during the fiscal year ended
March 31, 2000, and took action by unanimous written consent on 18 occasions.
COMMITTEES
The Board of Directors has established an Audit Committee, a
Compensation Committee and a Stock Option Committee. The Board of Directors has
no nominating committee. Selection of nominees for the Board of Directors is
made by the entire Board of Directors.
The Audit Committee makes recommendations to the Board of Directors
regarding the selection of independent auditors, reviews the results and scope
of the audit and other services provided by the Company's independent auditors,
reviews our financial statements for each interim period, and reviews and
evaluates our internal audit and control functions. The Audit Committee
currently consists of Bruce Cummings. The Audit Committee held one meeting
during the fiscal year ended March 31, 2000.
The Compensation Committee makes recommendations to the Board of
Directors concerning salaries and incentive compensation for our employees and
consultants. The Compensation Committee currently consists of Amrit Das and
Bruce Cummings. The Compensation Committee held no meetings during the fiscal
year ended March 31, 2000.
The Stock Option Committee selects the persons entitled to receive
options under our stock option plans and establishes the number of shares,
exercise price, vesting period and other terms of the options granted under our
stock option plans. The Stock Option Committee consists of Amrit Das and Bruce
Cummings. Although the Stock Option Committee did not take any action during the
fiscal year ended March 31, 2000, the Board of Directors took action relating to
our stock option plans by written consent on four occasions.
-5-
<PAGE>
DIRECTORS' COMPENSATION
Our directors do not currently receive any cash compensation for
service on the Board of Directors or any committee thereof, but directors may be
reimbursed for certain expenses in connection with attendance at Board of
Directors and committee meetings.
COMPLIANCE WITH BENEFICIAL OWNERSHIP REPORTING RULES
Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), requires our executive officers and directors, and persons who
beneficially own more than 10% of a registered class of our Common Stock to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission ("Commission"). Such officers, directors and
stockholders are required by Commission regulations to furnish our company with
copies of all such reports that they file.
Based solely upon a review of copies of such reports furnished to us
during our fiscal year ended March 31, 2000 and thereafter, or any written
representations received by us from a director, officer or beneficial owner of
more than 10% of our Common Stock ("reporting persons") that no other reports
were required, we believe that, during our 2000 fiscal year, all Section 16(a)
filing requirements applicable to our reporting persons were complied with,
except that Stephen Owen filed a late Form 3 in November 2000 disclosing that he
became an executive officer of our company in October 1999.
EMPLOYMENT AGREEMENTS
As of May 1, 1996, the Company entered into five-year employment
agreements with each of Amrit Das, Jyoti Chatterjee and Clara Young. Those
agreements provide that Mr. Das, Mr. Chatterjee and Ms. Young will receive
minimum base annual salaries of $260,000, $156,000 and $104,000, respectively.
Each employment agreement also provides for the grant of an annual bonus with
such bonus, if any, to be determined by the Compensation Committee of the Board
of Directors. Effective April 1, 1999, the minimum base salaries of Mr. Das, Mr.
Chatterjee and Ms. Young were increased to $312,000, $202,800 and $117,000,
respectively.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of November 2, 2000, the identity of
each person known to the Company to be the beneficial owner of more than 5% of
the Company's Common Stock and the respective beneficial ownership of those
persons.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, and subject
to community property laws where applicable, the persons named in the table
below have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. Shares of Common Stock subject to
options currently exercisable, or exercisable within 60 days after November 2,
2000, are deemed to be outstanding in calculating the percentage ownership of a
person or group but are not deemed to be outstanding as to any other person or
group.
-6-
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
OF BENEFICIAL OWNER OF COMMON STOCK OF COMMON STOCK
------------------- --------------- ---------------
<S> <C> <C>
Amrit K. Das(1) 2,689,518 19.2%
22700 Savi Ranch Parkway
Yorba Linda, CA 92887
Santanu Das(2) 2,704,900 19.3%
22700 Savi Ranch Parkway
Yorba Linda, CA 92887
Sormistha Das 1,862,924 13.5%
1043 Taylor Court
Anaheim Hills, CA 92808
All directors and executive
officers as a group (7 persons)(3) 6,239,605 42.8%
---------------
</TABLE>
(1) Includes 2,509,518 shares of Common Stock held by the A. and P. Das Living
Trust, 50,000 shares held by the Purabi Das Foundation for which Mr. Das
is the Trustee and 130,000 shares of Common Stock underlying options which
are exercisable as of November 2, 2000 or within 60 days after such date.
Does not include 1,862,924 shares of Common Stock held by Mr. Das'
daughter, Sormistha Das, or 2,704,900 shares of Common Stock beneficially
held by Mr. Das' son, Santanu Das. Mr. Das disclaims beneficial ownership
of the shares of Common Stock held by Sormistha Das and Santanu Das.
(2) Includes 150,000 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date. Mr.
Das is the son of Amrit Das, the Company's Chief Executive Officer.
(3) Includes 741,001 shares of Common Stock underlying options which are
exercisable as of November 2, 2000 or within 60 days after such date.
-7-
<PAGE>
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to our company of our Chief
Executive Officer and the other executive officers of our company whose
aggregate cash compensation exceeded $100,000 (collectively, the "Named
Executives") during the fiscal years ended March 31, 2000, 1999 and 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
---------------------------- -----------
Securities
Other Annual Underlying All Other
Name and Salary Compensation(1) Options Compensation
Principal Position Year ($) ($) (#) ($)
------------------ ---- ------ ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Amrit K. Das............... 2000 322,400 --- --- 28,055(2)
Chief Executive Officer 1999 260,000 --- 120,000 16,506(2)
1998 260,000 66,701 --- 15,824(2)
Jyoti Chatterjee........... 2000 209,160 --- --- 11,116(3)
President and Chief 1999 156,000 --- 100,000 9,360(3)
Operating Officer 1998 156,000 --- 30,000 9,360(3)
Wayne L. Blair............. 2000 161,046 --- --- 9,338(3)
Sr. Vice President, Chief 1999 125,000 --- 60,000 2,019(3)
Financial Officer, Treasurer 1998 60,096 --- 80,000 ---
Clara Young............... 2000 121,100 --- --- 8,111(3)
Vice President, 1999 104,000 --- 25,500 6,040(3)
Administration 1998 104,000 --- 15,000 6,240(3)
Stephen Owen (4).......... 2000 111,002 --- --- 51,094(5)
Sr. Vice President,
European Operations
---------------
</TABLE>
(1) The costs of certain benefits are not included because they did not
exceed, in the case of each Named Executive, the lesser of $50,000 or 10%
of the total annual salary and bonus as reported above.
(2) Represents 401(k) contributions as well as premiums paid by us pursuant to
a split-dollar life insurance policy established for the benefit of Mr.
Das in the amount of $16,855 in 2000, $7,006 in 1999 and $6,324 in 1998.
(3) Represents 401(k) contributions made by us on behalf of the Named
Executive.
(4) Information related to fiscal 1999 and 1998 omitted since Mr. Owen did not
meet the criteria to be included in this table during those years.
(5) Represents contribution to pension plan of $36,619 and car allowance of
$14,475.
-8-
<PAGE>
STOCK OPTION GRANTS IN 2000
None of the Named Executives received individual grants of stock
options during fiscal 2000. We have never granted any stock appreciation rights.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to the number of shares of
Common Stock acquired upon exercise of options, the value realized therefor, the
number of unexercised options at March 31, 2000 and the value of unexercised
in-the-money options at March 31, 2000 for the Named Executives in the Summary
Compensation Table above. The Named Executives did not hold any stock
appreciation rights during fiscal 2000.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the Money
Options at Fiscal Options at Fiscal
Shares Year-End(#) Year-End ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable
---- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Amrit K. Das . . . . . --- --- 90,000 / 80,000 2,430,500 / 2,136,000
Jyoti Chatterjee . . . --- --- 149,333 / 76,667 4,056,000 / 2,070,500
Wayne L. Blair . . . . 7,000 162,313 66,333 / 66,667 1,837,688 / 1,810,000
Clara Young. . . . . . --- --- 55,333 / 21,667 1,503,250 / 585,000
Stephen Owen . . . . . --- --- 53,333 / 26,667 1,525,000 / 760,000
</TABLE>
-9-
<PAGE>
INDEPENDENT AUDITORS
(Proposal 2)
The Board of Directors has selected the certified public accounting
firm of KPMG LLP to audit and comment on our consolidated financial statements
for the fiscal year beginning April 1, 2000, and to conduct whatever audit
functions are deemed necessary pursuant thereto. KPMG LLP audited our 2000
consolidated financial statements included in the 2000 Annual Report to
stockholders on Form 10-KSB.
It is anticipated that a representative of KPMG LLP will be present at
the Annual Meeting and will be given the opportunity to make a statement, if
desired, and to respond to appropriate questions, if any, concerning their
engagement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We provide digital media production services to Ruby Pictures, Inc.
("Ruby"). Ruby is a movie production house owned and operated by the Purabi Das
Foundation, Inc., a charitable organization founded by Amrit Das, our Chairman
and Chief Executive Officer. We have recognized $324,000 in revenue for the
fiscal year ended March 31, 2000 related to these services and have a receivable
balance due from Ruby of $284,000 at March 31, 2000.
In March 2000, our Indian subsidiary provided an interest-free loan in
the amount of $229,000 to Anup Das, a director of such subsidiary and brother of
Amrit Das, our Chairman and Chief Executive Officer. This loan was originated to
facilitate our investment in Interra Global Limited, an Indian company which has
obtained the rights to operate as an Internet service provider within India. The
loan is secured by the capital stock of Interra Global Limited.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if other matters should come before the Annual
Meeting, it is the intention of the person named in the proxy to vote such proxy
in accordance with his judgment on such matters.
FORM 10-KSB REPORT
A copy of our annual report to the Securities and Exchange Commission
on Form 10-KSB is available without charge to stockholders and may be obtained
by writing to Investor Relations Department, netGuru, Inc., 22700 Savi Ranch
Parkway, Yorba Linda, California 92887.
STOCKHOLDER PROPOSALS
Pursuant to Regulation 14a-8 of the Securities and Exchange Commission,
proposals by stockholders which are intended for inclusion in our proxy
statement and proxy and to be presented at our next annual meeting must be
received by the us by July 6, 2001, in order to be considered for inclusion in
our proxy materials. Such proposals shall be addressed to our Secretary and may
be included in next year's proxy materials if they comply with certain rules and
regulations of the Securities and Exchange Commission governing stockholder
proposals. For all other proposals by stockholders to be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of our company not later than September 7, 2001. If a stockholder fails
to so notify us of any such proposal prior to such date, our management will be
allowed to use their discretionary voting authority with respect to proxies held
by them when the proposal is raised at the annual meeting (without any
discussion of the matter in our proxy statement).
-10-
<PAGE>
NETGURU, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of netGuru, Inc. ("Company") hereby constitutes
and appoints Amrit K. Das, with the power to appoint his substitution, as
attorney and proxy, to appear, attend and vote all of the shares of common stock
of the Company standing in the name of the undersigned on the record date at the
2000 Annual Meeting of Stockholders of the Company to be held at the Company's
offices located at 22700 Savi Ranch Parkway, Yorba Linda, California 92887, on
December 7, 2000, at 10:00 a.m. local time, and at any adjournments thereof,
upon the following:
<TABLE>
<S> <C> <C>
1. To elect four directors as follows:
[ ] FOR all nominees listed below, [ ] WITHHOLD AUTHORITY to vote for
except as marked to the contrary below all nominees listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list provided below.)
Amrit K. Das, Jyoti Chatterjee, Bruce E. Cummings, Santanu Das
2. To consider and vote upon a proposal to approve the appointment of KPMG
LLP, independent auditors, to audit the consolidated financial
statements of the Company for the fiscal year beginning April 1, 2000.
[ ] FOR approval [ ] AGAINST approval [ ] ABSTAIN
3. To vote in his discretion on such other business as may properly come
before the meeting, or any adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS INDICATED AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDER ON ANY OTHER BUSINESS. ALL OTHER PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED IN CONNECTION WITH THE ACTIONS PROPOSED ON THE REVERSE ARE HEREBY
EXPRESSLY REVOKED. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY ISSUANCE OF A SUBSEQUENT
PROXY OR BY VOTING AT THE ANNUAL MEETING IN PERSON.
Please mark, date, sign and return this proxy promptly in the enclosed
envelope. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
DATED:
--------------------------------
--------------------------------
(Signature of Stockholder(s))
--------------------------------
(Print Name(s) Here)
[ ] PLEASE CHECK IF YOU ARE PLANNING TO
ATTEND THE ANNUAL MEETING.
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