UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. _______)*
netGuru, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
64111K107
(CUSIP Number)
Stephen M. Schultz, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 551 Fifth
Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 8, 2000
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Page 1 of 10)
<PAGE>
Page 10 of 10
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
708,497
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
708,497
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,497
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
708,497
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
708,497
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,497
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
708,497
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
708,497
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,497
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). Name of Issuer:
netGuru, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
22700 Savi Ranch Parkway
Yorba Linda, California 92887
Item 2(a). Name of Persons Filing:
The names of the persons filing this statement on Schedule 13G are:
Elliott Associates, L.P., a Delaware limited partnership, and its
wholly-owned subsidiaries ("Elliott"), Westgate International, L.P., a
Cayman Islands limited partnership ("Westgate"), and Elliott
International Capital Advisors, Inc., a Delaware corporation
("International Advisors") (together, the "Reporting Persons"). Paul E.
Singer ("Singer") and Elliott Capital Advisors, L.P., a Delaware
limited partnership ("Capital Advisors"), which is controlled by
Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman
Islands corporation ("Hambledon"), is the sole general partner of
Westgate. International Advisors is the investment manager for
Westgate. International Advisors expressly disclaims equitable
ownership of and pecuniary interest in any Common Stock.
Item 2(b). Address of Principal Business Office or, if None, Residence:
ELLIOTT
The business address of Elliott is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
SINGER
The business address of Singer is 712 Fifth Avenue, 36th Floor, New
York, New York 10019.
CAPITAL ADVISORS
The business address of Capital Advisors is 712 Fifth Avenue, 36th
Floor, New York, New York 10019.
WESTGATE
The business address of Westgate is Westgate International, L.P., c/o
HSBC Financial Services (Cayman) Limited, P.O. Box 1109, Mary Street,
Grand Cayman, Cayman Islands, British West Indies.
HAMBLEDON
The business address of Hambledon is Hambledon, Inc., c/o HSBC
Financial Services (Cayman) Limited, P.O. Box 1109, Mary Street,
Grand Cayman, Cayman Islands, British West Indies.
INTERNATIONAL ADVISORS
The business address of International Advisors is 712 Fifth Avenue,
36th Floor, New York, New York 10019.
Item 2(c). Citizenship:
Elliott is a limited partnership formed under the laws of Delaware.
Westgate is a limited partnership formed under the laws of the Cayman
Islands, British West Indies.
International Advisors is a corporation formed under the laws of
Delaware.
Item 2(d). Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e). CUSIP Number: 64111K107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange
Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the
Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
<PAGE>
If this statement is filed pursuant to Rule 13d-1(c), check this box
[x]
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Elliott beneficially owns a total of 708,497 shares of Common
Stock.
Westgate and International Advisors together beneficially own
a total of 708,497 shares of Common Stock.
Elliott, Westgate and International Advisors together
beneficially own an aggregate of 1,416,994 shares of Common
Stock.
(b) Percent of class:
Elliott's beneficial ownership of 708,497 shares of Common
Stock constitutes 5.1% of all of the outstanding shares of
Common Stock.
Westgate and International Advisors' aggregate beneficial
ownership of 708,497 shares of Common Stock constitutes 5.1%
of all of the outstanding shares of Common Stock.
Elliott, Westgate and International Advisors' aggregate
beneficial ownership of 1,416,994 shares of Common Stock
constitutes 9.8% of all the outstanding shares of Common
Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Elliott has sole power to vote or direct the vote of
708,497 shares of Common Stock.
(ii) Shared power to vote or to direct the vote
Westgate and International Advisors together have shared
power to vote or direct the vote of 708,497 shares of
Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Elliott has sole power to dispose or direct the
disposition of 708,497 shares of Common Stock.
<PAGE>
(iv) Shared power to dispose or to direct the disposition of
Westgate and International Advisors together have shared
power to dispose or direct the disposition of 708,497
shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
A portion of the shares of Common Stock beneficially owned by Elliott
are held by The Liverpool Limited Partnership, a Bermuda limited
partnership and a wholly-owned subsidiary of Elliott.
Item 8. Identification and Classification of Members of the Group.
See Item 2(a) above.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: June 30, 2000
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.,
as General Partner
By: Braxton Associates, Inc., as
General Partner
By: /s/Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Elliott International Capital
Advisors, Inc., as Investment Manager
By: /s/Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of netGuru, Inc. dated June 30, 2000 is, and any
further amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Dated: June 30, 2000
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P.,
as General Partner
By: Braxton Associates, Inc., as
General Partner
By: /s/Elliot Greenberg
Elliot Greenberg
Vice President
WESTGATE INTERNATIONAL, L.P.
By: Elliott International Capital
Advisors, Inc., as Investment Manager
By: /s/Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS, INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
