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SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant 14c of the Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
(X) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only (as permitted by rule
14c5(d)(2))
( ) Definitive Information Statement
BAYOU INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11(I):
N/A
4) Proposed maximum aggregate value of transaction:
$
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
( ) 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.:
3) Filing Party:
4) Date Filed:
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BAYOU INTERNATIONAL, LTD.
(A DELAWARE CORPORATION)
INFORMATION STATEMENT
DATE FIRST MAILED TO STOCKHOLDERS:
DECEMBER 17, 1999
210 KINGS WAY
SOUTH MELBOURNE
VICTORIA 3205
AUSTRALIA
(PRINCIPLE EXECUTIVE OFFICES OF THE COMPANY)
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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BAYOU INTERNATIONAL, LTD.
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to Stockholders of Bayou
International, Ltd., a Delaware corporation (the "Company"), pursuant to the
requirements of Regulation 14C under the Securities Exchange Act 1934, as
amended, in connection with:
(i) an Action by Written Consent, dated December 17, 1999, of the Stockholders
of the Company in lieu of the Annual Meeting of Stockholders of the Company
for the year ended June 30, 1999 (the "Written Consents"); and
(ii) an Action by Written Consent dated September 27, 1999, of the Stockholders
of the Company on the change of name to Baynet Ltd.
A copy of the Written Consents are attached as Exhibit "A" to this Information
Statement.
Management of the Company is utilising the Written Consents in order to reduce
the expenses and demands on the Company's executives' time necessitated by the
holding of a meeting of stockholders, since the only business of such a meeting
would be:
(i) the election of Directors, and
(ii) the change of name to Baynet Ltd.
The Company's major Stockholder, Edensor Nominees Pty Ltd ("Edensor") and
certain companies which have some common Directors with the Company representing
88.5% of the issued and outstanding shares of the Company's $.0001 par value
common stock (the "Common Stock") have indicated that they will vote for
Management's nominees for election as Directors and change of name to Baynet
Ltd, thereby ensuring the election of such nominees and the change of name. See
"Vote Required"; "Other Information Regarding the Company - Security Ownership
of Certain Beneficial Owners and Management"; and "Directors and Executive
Officers". The Company has received executed Written Consentss from Edensor and
certain companies which have some common Directors with the Company which shall
be effective 21 days from the date this Information Statement is first mailed to
Stockholders. See "Matters Set Forth in the Written Consents".
Stockholders of record at the close of business on December 15, 1999 are being
furnished copies of this Information Statement. The principal executive offices
of the Company are located at 210 Kings Way, South Melbourne, Victoria, 3205,
Australia, and the Company's telephone number is 011 613 9234 1100.
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MATTERS SET FORTH IN THE WRITTEN CONSENTS
The Written Consents contain:
(i) a resolution electing Management's six nominees for Director to serve for a
one year term, or until their successors are duly elected and qualified.
Management's nominees for Director are: Joseph Isaac Gutnick, Marcus Nathan
Solomon, David Stuart Tyrwhitt, Peter James Lee, Ian Rene Currie and David
Henry Simcox.
(ii) a resolution that approves a proposal to amend the Certificate of
Incorporation of the Company to change its name to Baynet Ltd.
Edensor and certain companies which have some common Directors with the Company,
representing 88.5% of the currently issued and outstanding shares of Common
Stock, have executed the Written Consents, thereby ensuring the election of
Management's nominees as Directors and the change of name to Baynet Ltd. See
"Other Information Regarding The Company - Security Ownership of Certain
Beneficial Owners and Management."
Set forth below is a table of the stockholders who have executed the Written
Consents and, to the best of the Company's knowledge, the number of shares of
Common Stock beneficially owned by such stockholders as of December 3, 1999.
<TABLE>
<CAPTION>
NO. OF SHARES OF PERCENTAGE OF
COMMON STOCK OUTSTANDING
BENEFICIALLY COMMON
STOCKHOLDER OWNED STOCK (%)
- ----------- ----- ---------
<S> <C> <C>
Autogen Limited (1)......................... 47,082 0.7
Centaur Mining & Exploration Limited(1)(2).. 253,800 4.0
Gutnick Resources N.L.(1)(2)................ 8,949 0.1
Australian Gold Resources Limited(1)(2)..... 27,079 0.4
Quantum Resources Limited(1)................ 1,919 0.1
AWI Administration Services Pty Ltd(1)...... 229,490 3.6
Edensor Nominees Pty Ltd(3)................. 5,002,311 78.8
Pearlway Investments Pty Ltd(3)............. 26,000 0.4
Joseph I Gutnick(3)......................... 25,650 0.4
5,622,280 88.5%
</TABLE>
- -------------
(1) Messrs Gutnick, Lee, Currie and Simcox and Dr Tyrwhitt, Management nominees
for election to the Board of Directors, are officers and/or Directors of
the companies.
(2) Mr. Solomon, Management nominee for election to the Board of Directors, is
a Director of the companies.
(3) Joseph I. Gutnick, Stera M. Gutnick and members of their family are
officers, Directors and principal Stockholders of Edensor and Pearlway.
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VOTE REQUIRED
Counterpart copies of the Written Consents evidencing a majority of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the earliest dated counterpart copy of the Written Consents received by
the Company in order to effectuate the matters set forth therein. As of
September 27, 1999 and December 3, 1999 (the dates of the Written Consents),
6,347,089 shares of Common Stock were issued and outstanding, thus, Stockholders
representing no less than 3,173,545 shares of Common Stock were required to
execute the Written Consents to effect the matters set forth therein. As
discussed under "Matters Set Forth in the Written Consents" Edensor and certain
companies which have some common Directors with the Company beneficially owning
approximately 5,622,280 shares of Common Stock, or 88.5% of the outstanding
Common Stock, have executed the Written Consents, thereby ensuring the election
of Management's nominees for Directors of the Company and the change of name to
Baynet Ltd. MANAGEMENT IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND MANAGEMENT A PROXY.
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OTHER INFORMATION REGARDING THE COMPANY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth to the best of the Company's knowledge the number
of shares beneficially owned as of December 3, 1999, by (i) each of the current
Executive Officers and Directors of the Company (ii) each person (including any
"group" as that term is defined in Section 13(d)(3) of the Exchange Act) who
beneficially owns more than 5% of the Common Stock, and (iii) all current
Directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SHARES SHARES
NAME OWNED (1)
- ---- ----- ---
<S> <C> <C>
Edensor Nominees Proprietary Limited..................... 5,002,311 78.8%
Marcus Solomon........................................... - (5)
David Tyrwhitt........................................... - (2) *
Joseph I. Gutnick........................................ 5,053,961 (2)(4)(6)(7) 79.6%
Stera M. Gutnick......................................... 5,028,311 (4)(7) 79.2%
Peter Lee................................................ - (2) *
Ian Currie............................................... - (2) *
David Simcox............................................. - (2) *
All officers and directors as a group (6 persons)........ 5,053,961 79.6%
</TABLE>
- ----------------
* Represents less than 1% of the outstanding Common Stock
(1) Based upon 6,347,089 shares outstanding.
(2) Does not include (i) 47,082 shares of Common Stock beneficially owned by
Autogen Limited or (ii) 253,800 shares of Common Stock beneficially owned
by Centaur Mining & Exploration Limited or (iii) 8,949 shares of Common
Stock beneficially owned by Gutnick Resources N.L. or (iv) 27,079 shares of
Common Stock beneficially owned by Australian Gold Resources Limited or (v)
229,490 shares of Common Stock owned by AWI Administration Services Pty.
Ltd., or (vi) 1,919 shares of Common Stock beneficially owned by Quantum
Resources Limited, companies of which Messrs Gutnick, Lee, Currie and
Simcox and Dr Tyrwhitt are officers and/or Directors. They, however,
disclaim beneficial ownership to those shares.
(3) Does not include 2,500 shares of Common Stock beneficially owned by the
Company.
(4) Includes 5,002,311 shares of Common Stock owned by Edensor Nominees
Proprietary Limited and 26,000 shares of Common Stock owned by Pearlway
Investments Pty. Ltd. of which Joseph I. Gutnick, Stera M. Gutnick and
members of their family are officers, Directors and principal stockholders.
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(5) Does not include (i) 253,800 shares of Common Stock beneficially owned by
Centaur, or (ii) 8,949 shares of Common Stock beneficially owned by GKR or
(iii) 27,080 shares of Common Stock beneficially owned by AGR, companies of
which Mr. Solomon is a Director however, he disclaims beneficial ownership
to those shares.
(6) Joseph I. Gutnick is the beneficial owner of 25,650 shares.
(7) Joseph I. Gutnick and Stera M. Gutnick are husband and wife.
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ELECTION OF DIRECTORS BY WRITTEN CONSENT
GENERAL
The Certificate of Incorporation of the Company provides that the number of
Directors of the Company shall be not less than six nor more than nine as shall
be fixed in the By-laws of the Company.
Directors need not be Stockholders of the Company or residents of the State of
Delaware. Directors are elected for an annual term and generally hold office
until the next Directors have been duly elected and qualified. Directors may
receive compensation for their services as determined by the Board of Directors.
See "Compensation of Directors and Executive Officers". A vacancy on the Board
may be filled by the remaining Directors even though less than a quorum remains.
A Director appointed to fill a vacancy remains a Director until his successor is
elected by the Stockholders at the next annual meeting of Shareholders or until
a special meeting is called to elect Directors.
Currently the Board of Directors consists of six members. Currently serving as
Directors are Messrs. Gutnick, Solomon, Lee, Currie and Simcox and Dr Tyrwhitt.
During the year ended June 30, 1999 the Board of Directors held 5 meetings in
person or by Written Consent. All members of the Board of Directors attended
more than 75% of the total number of meetings of the Board that they were
eligible to attend.
The Board of Directors has no standing committees and acts as its own nominating
committee, compensation committee and internal audit committee.
The executive officers of the Company are appointed by the Board of Directors
There are no family relationships between any Directors or executive officers of
the Company.
NOMINEES FOR ELECTION AS DIRECTOR
The following table sets forth certain information with respect to persons
nominated by the Board of Directors of the Company for election as Directors of
the Company and who will be elected by the Written Consent:
<TABLE>
<CAPTION>
NAME AGE POSITION(s) CURRENTLY HELD WITH THE COMPANY
<S> <C> <C>
Joseph Isaac. Gutnick 47 Chairman of the Board, President, Chief
Executive Officer and Director
Marcus Nathan Solomon 36 Vice President and Director
David Stuart Tyrwhitt 61 Vice President and Director
Peter James Lee 42 Director, Secretary and Chief Financial
Officer
Ian Rene Currie 39 Director
David Henry Simcox 55 Director
</TABLE>
The Board of Directors knows of no reason why any nominee will be unable or will
refuse to accept election. However if any nominees becomes unable or refuses to
accept election, the Board of Directors will reduce the number of Directors
standing for election and the Written Consent will be revised accordingly.
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If elected, all nominees are expected to serve until the 2000 annual meeting of
Stockholders or until their successors are duly elected and qualified.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the biographies of each of the Company's current executive
officers and Directors (all of whom are Management's nominees for election as
directors).
JOSEPH ISAAC GUTNICK. Mr. Gutnick has been the Chairman of the Board, President
and Chief Executive Officer of the Company since March 1988. Mr. Gutnick has
been a Director of numerous public companies in Australia since 1980
specialising in the mining sector including Great Central Mines Limited ("Great
Central") (whose American Depositary Shares are publicy traded in the United
States on NASDAQ pursuant to a sponsored ADR program), Centaur Mining &
Exploration Limited ("Centaur") and Johnson's Well Mining N.L. ("Johnson's
Well") (whose ordinary shares are publicly traded in the United States in the
over-the-counter market).
MARCUS NATHAN SOLOMON. Mr. Solomon is a partner of the legal firm Gadens Lawyers
in Perth, Western Australia where he was appointed partner in 1994 and currently
heads the National Gadens Lawyers Native Title Group. He holds a Bachelor of
Laws with First Class Honors from the University of Western Australia which
includes an Honor dissertation on Fiduciary obligations in Mining Joint
Ventures. Mr. Solomon has extensive experience in resources law, property
matters, general commercial litigation and in particular, is recognized
nationally as a leader in Native Title law particularly as it affects resource
projects.
DAVID STUART TYRWHITT. Dr. Tyrwhitt was appointed Vice President and a Director
of the Company in November 1996. Dr. Tyrwhitt is a Director of several other
publicly listed companies in Australia in the mining, industrial and high
technology industries including Great Central (whose American Depositary Shares
are publicly traded in the United States on NASDAQ pursuant to a sponsored ADR
program) Centaur and Johnson's Well (whose ordinary shares are publicly traded
in the United States in the over-the-counter market). Dr. Tyrwhitt has in excess
of 38 years experience in mineral exploration and management development and
operation of gold mines in Australia. Prior to his appointment Dr. Tyrwhitt had
been Chief Executive Officer of Ashton Mining Limited, Chief Executive and
Managing Director of Newmont Australia Limited and a non executive Director of a
number of public companies in Australia.
PETER JAMES LEE. Mr. Lee was appointed a Director on February 9, 1996. Mr. Lee
has been Chief Financial Officer since August 1989. He was appointed Secretary
in 1998. Mr. Lee is a member of the Institute of Chartered Accountants in
Australia, a Fellow of the Chartered Institute of Company Secretaries in
Australia Ltd and a member of the Institute of Company Directors. He holds a
B+achelor of Business from Royal Melbourne Institute of Technology and has over
17 years business experience in Australia. Mr. Lee is General Manager Corporate
and Company Secretary of eight public listed companies in Australia including
Great Central (whose American Depositary Shares are publicly traded in the
United States on NASDAQ pursuant to a sponsored ADR program), Centaur and
Johnson's Well (whose ordinary shares are publicly traded in the United States
in the over-the-counter market).
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IAN CURRIE. Mr. Currie's experience includes over 17 years in the Finance and
Administration field, including seven years in the Australian mining industry.
He has worked with KPMG as a tax adviser to the mining industry and
subsequently, as a Finance Manager with Newcrest Mining Limited from 1993
through 1995. Mr. Currie is a Chartered Accountant and a Member of the Institute
of Chartered Accountants in Australia, a Fellow of the Tax Institute of
Australia and a Member of the Institute of Company Directors in Australia. He is
a past Tax Committee member of the Minerals Council of Australia and a current
Tax Committee member of the Association of Mining and Exploration Companies Inc.
As Chief Financial Officer of GCM (Australia's second largest gold producer) and
Centaur since 1995, Mr. Currie has had responsibility for overseeing the
development of each companies Finance Department including the fields of
accounting, treasury, corporate and project debt finance, high yield capital
raising, taxation, investor, ratings agency and banking relations and corporate
administrative and compliance matters.
DAVID HENRY SIMCOX. Mr. Simcox was appointed a Director on October 15, 1997. Mr.
Simcox is a Fellow of the Chartered Institute of Company Secretaries in
Australia and a Fellow of Taxation Institute of Australia. He is a Certified
Practicing Accountant. Mr. Simcox is Company Secretary of eight public listed
companies in Australia including Great Central (whose American Depositary Shares
are publicly traded in the United States on NASDAQ pursuant to a sponsored ADR
program), Centaur and Johnson's Well (whose ordinary shares are publicly traded
in the United States in the over-the-counter market). He has over 28 years
experience in accounting, company secretariat and management primarily in
resource-based publicly listed companies in Australia. He also has extensive
experience with offshore companies and joint ventures.
EXECUTIVE COMPENSATION
No officer individually and no group of officers and Directors received any
compensation for their services on behalf of or rendered to the Company for the
year ended June 30, 1999 apart from two of the Non-Executive Directors who were
paid A$22,156 for services as a Director.
The Board of Directors has established a policy that the Company will not
guarantee loans to or accept notes from officers, Directors, or employees of the
Company or any members of their families unless such loans or notes are approved
by a majority of the disinterested non-employee Directors of the Company who
shall determine that such loans may reasonably be expected to benefit the
Company.
COMPENSATION PURSUANT TO PLANS
The Company does not have any pension or profit sharing plans and no
contributions were made to any employee benefit or health plan during the year
ended June 30, 1999. The Company is currently planning the implementation of a
compensation plan or program or stock option or incentive plan.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors of the Company are not compensated for their services as Directors. It
is the policy of the Company to reimburse Directors for reasonable travel and
lodging expenses incurred in attending Board of Directors meetings apart from
two of the Non-Executive Directors who were paid A$22,156 for services as a
Director.
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The services of the Company's Chief Executive Officer and Chief Financial
Officer as well as a clerical employee are provided to it on a part-time basis
pursuant to a Service Agreement dated November 25, 1998 (the "Service
Agreement") by and between the Company and AWI Administration Services Pty. Ltd.
("AWI Admin"). AWI Admin also provides office facilities, equipment,
administrative and clerical services to the Company pursuant to the Service
Agreement. This Agreement may be terminated by written notice from the parties
thereto.
As compensation therefore, the Company pays AWI Admin for the actual cost of
such facilities and services plus a maximum service fee of 15%. The Company paid
AWI Admin $18,000 in respect of this Service Agreement for 1999 fiscal year.
STOCK OPTIONS
There are no stock options on issue at December 3, 1999 and no stock options
were exercised during the year ended June 30, 1999.
LEGAL PROCEEDINGS
There are no pending or to the knowledge of the Company threatened lawsuits
involving the Company or officers or Directors of the Company in such
capacities.
CERTAIN TRANSACTIONS
Effective as of October 7, 1999, Edensor Nominees Pty Ltd arranged for the
satisfaction and discharge of a loan in the amount of A$4,075,528.97 from Chevas
Pty Ltd to the Company. In consideration for the satisfaction of this loan, the
Company issued to Edensor 4,000,000 shares of Common Stock.
AUTHORISATION OF CHANGE OF NAME
INTRODUCTION
Under the resolution passed by a majority of the shareholders, the Company
agrees to change the name of the Company to Baynet Ltd.
REASONS FOR APPROVING THE CHANGE OF NAME
The Company proposes to enter into an internet business activity and believes
the name "Baynet Ltd" is more representative of this new business activity.
GENERAL EFFECT ON THE COMPANY
The change of name will have no effect on the Company.
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EXHIBIT A
BAYOU INTERNATIONAL, LTD
NOTICE PUSUANT TO SECTION 228 OF THE GENERAL
CORPORATION LAW
To: All Stockholders
1. PLEASE TAKE NOTICE THAT Stockholders owning at least a majority of the
outstanding stock of Bayou International, Ltd. by written consent with a
meeting dated September 27, 1999 have duly adopted the following
resolution:
"a resolution approving the change in the Company's name from Bayou
International, Ltd, to Baynet Ltd."
2. PLEASE TAKE NOTICE THAT Stockholders owning at least a majority of the
outstanding stock of Bayou International, Ltd. by written consent with a
meeting dated December 3, 1999 have duly adopted the following resolution:
"a resolution approving the election of the following Directors
- Joseph Isaac Gutnick
- Marcus Nathan Solomon
- David Stuart Tyrwhitt
- Peter James Lee
- Ian Rene Currie
- David Henry Simcox."
Peter J. Lee
Director & Secretary
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