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.
3