BANYAN CORP /OR/
8-K, 2000-05-09
ELECTRONIC COMPUTERS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             -----------------------

                               First Amendment To
                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                            ----------------------


       Date  of  Report  (Date  of  earliest  event  reported):  May 9, 2000
                                                                 ---------------



                               Banyan Corporation
                        --------------------------------
             (Exact name of registrant as specified in its charter)


            OREGON                  000-26065                   84-1346327
     ----------------------         ---------            ----------------------
   (State of incorporation or       (Commission            (I.R.S. Employer
         organization)              File Number)          Identification Number)


             4740 Forge Rd., Bldg. #112, Colorado Springs, CO  80907
         --------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)


      Registrant's  telephone  number,  including  area  code:  (719)  531-5535
                                                                ---------------



ITEM  5.   OTHER EVENTS.
- --------   -------------

On May 8, 2000, the Registrant publicly  disseminated a press release announcing
the  resignation  of Cameron Yost, the Company's  President and Chief  Executive
Officer,  as well as a  director  of the  Corporation;  and the  appointment  of
Lawrence Stanley,  the Company's Acting Chief Executive Officer and President to
the offices of President and Chief Executive Officer of the Company.


The  information  contained  in the  press  release  is  incorporated  herein by
reference and filed as Exhibit 99.1 hereto.


ITEM  7.   FINANCIAL  STATEMENTS  AND  EXHIBITS.
- -------    -------------------------------------

(c)        Exhibit.

99.1       The  Registrant's  Press  Release  dated  May 8,  2000.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                   BANYAN  CORPORATION
                                   -------------------
                                  (Registrant)


Date:  May 9,  2000            /s/  Lawrence Stanley
                                   --------------------
                                  Cameron Yost
                                   President  and  CEO



                                  EXHIBIT INDEX
                                  -------------

Exhibit                                                  Sequential
Number          Description                              Page  Number
- ------          -----------                              ------------

99.1            The  Registrant's  Press  Release               3
                dated  May 8,  2000


[Exhibit  99.1  -  Press  Release]

                        BANYAN ANNOUNCES CEO & PRESIDENT

     Colorado Springs,  Colorado - May 8, 2000 - Banyan  Corporation (NQB Pinks:
BANY) announces that Director  Lawrence Stanley has been elected Chief Executive
Officer and  President of the Company,  and that Cameron B. Yost,  on a leave of
absence since April 1, tendered his resignation on Friday, May 5, as a Director,
President and Chief Executive Officer of Banyan Corporation.

     Mr. Stanley has been serving as Acting C.E.O.  and President since Mr. Yost
began his leave last  month.  Mr.  Stanley is a director  of  Anything  Internet
Corporation  and has been a  director  of  Banyan  Corporation  since  1997.  He
recently  sold his  accounting  practice in order to devote full time to Banyan.
Prior, Mr. Stanley served as the president of Kaman Instrumentation Corporation.
Before  joining Kaman  Instrumentation,  Mr. Stanley worked as the Controller at
the  Environmental  and  Process  Instruments  division  of Bendix  Corporation.
Previously  Mr.  Stanley  served as the chief  accountant  at  Sprague  Electric
Company, a manufacturer of electronic components.

     Mr. Stanley stated,  "I have known Mr. Yost for over eight years and during
that  time have  grown to regard  him as one of the  finest  and most  honorable
people that I have had the pleasure of knowing.  Mr. Yost founded the Company in
1992.  It is my opinion that he worked  tirelessly  against  staggering  odds to
preserve the Company and its value for our  shareholders.  It is with reluctance
and regret that we have  accepted his  resignation.  Because of his  efforts,  I
believe that Banyan  Corporation has the financial  ability not only to continue
but also to develop the products and markets necessary to achieve profitability.
As a  shareholder  of  Banyan  I wish  Mr.  Yost  the  very  best in his  future
endeavors."

     Banyan  Corporation  is  a  publicly  traded  holding  company  focused  on
investing  in and  building  a network  of  operating  subsidiaries  engaged  in
designing,  manufacturing  and  marketing  products  and  services  aimed at the
personal  computer market,  the notebook segment in particular which is also the
fastest  growing  segment  of  the  personal  computer  industry,  and  Internet
e-commerce.  Banyan sells a line of  hard-sided  protective  carrying  cases for
notebook  computers  under the  DoubleCase  brand name and  provides  e-commerce
services through its subsidiary TopListing.com.  Banyan's products are currently
available through distribution from Ingram Micro and sold through a wide variety
of Internet e-commerce storefronts, computer mail order catalogs, several of the
largest U.S.  computer  retailers,  Value Added  Resellers  (VARs),  a number of
overseas vendors, and to the U.S. government.

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
press  release  (as well as  information  included in oral  statements  or other
written statements made or to be made by Banyan Corporation) contains statements
that are forward-looking,  such as statements relating to the future anticipated
direction of the high technology industry,  plans for future expansion,  various
business development  activities,  planed capital  expenditures,  future funding
sources,  anticipated sales growth and potential contracts. Such forward-looking
information  involves important risks and uncertainties that could significantly
affect  anticipated  results in the future and,  accordingly,  such  results may
differ from those  expressed  in any  forward-looking  statements  made by or on
behalf of Banyan Corporation. These risks and uncertainties include, but are not
limited to, those relating to development and expansion  activities,  dependence
on existing  management,  financing  activities,  domestic  and global  economic
conditions,  changes  in  federal  or state tax  laws,  and  market  competition
factors.  For a description of additional risks and uncertainties,  please refer
to Banyan's filings with the Securities and Exchange Commission.


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