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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:
<TABLE>
<S> <C>
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by rule 14c5(d)(2))
[X] Definitive Information Statement
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BAYNET, LTD.
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(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
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
N/A
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(4) Proposed maximum aggregate value of transaction:
$
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(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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BAYNET, LTD.
(A DELAWARE CORPORATION)
DEFINITIVE INFORMATION STATEMENT
DATE FIRST MAILED TO STOCKHOLDERS:
29 SEPTEMBER 2000
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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BAYNET, LTD.
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to Stockholders of Baynet,
Ltd., a Delaware corporation (the "Company"), pursuant to the requirements of
Regulation 14C under the Securities Exchange Act 1934, as amended, in connection
with an Action by Written Consent dated September 1, 2000, of the Stockholders
of the Company on the change of name to Bay Resources Ltd.
A copy of the Written Consent 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 the change of name to Bay Resources 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 Bay
Resources Ltd, thereby ensuring 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 Consents 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 September 11, 2000 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.
MATTERS SET FORTH IN THE WRITTEN CONSENTS
The Written Consents contain a resolution that approves a proposal to amend
the Certificate of Incorporation of the Company to change its name to Bay
Resources 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 Bay Resources
Ltd. See "Other Information Regarding The Company -- Security Ownership of
Certain Beneficial Owners and Management."
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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 August 22,
2000.
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<CAPTION>
NO. OF SHARES OF PERCENTAGE OF
COMMON STOCK OUTSTANDING
STOCKHOLDER BENEFICIALLY OWNED COMMON STOCK(%)
----------- ------------------ ----------------
<S> <C> <C>
Autogen Limited............................................ 47,082 0.7
Centaur Mining & Exploration Limited....................... 253,800 4.0
Gutnick Resources N.L...................................... 8,949 0.1
Australian Gold Resources Limited.......................... 29,905 0.4
Quantum Resources Limited.................................. 1,918 0.1
AWI Administration Services Pty Ltd........................ 229,489 3.6
Edensor Nominees Pty Ltd(1)................................ 5,002,310 78.8
Pearlway Investments Pty Ltd(1)............................ 26,000 0.4
Joseph I Gutnick(1)........................................ 25,650 0.4
--------- ----
5,622,280 88.5%
========= ====
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(1) Joseph I. Gutnick, Stera M. Gutnick and members of their family are
officers, Directors and principal Stockholders of Edensor and Pearlway.
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 1, 2000 (the dates of the Written Consent), 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 change of name to Bay Resources 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 August 28, 2000, 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.
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<CAPTION>
NUMBER OF PERCENT OF
NAME SHARES OWNED SHARES(1)
---- ------------ ----------
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Edensor Nominees Proprietary Limited........................ 5,002,310 78.8%
Marcus Solomon.............................................. --(5)
David Tyrwhitt.............................................. --(2) *
Joseph I. Gutnick........................................... 5,053,960(2)(4)(6)(7) 79.6%
Stera M. Gutnick............................................ 5,028,310(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>
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* 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.
(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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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 Bay Resources Ltd.
REASONS FOR APPROVING THE CHANGE OF NAME
The Company has been continuing to investigate new business activities over
the past twelve months and is pursuing an opportunity in the internet area with
Primus Telecommunications Group. This opportunity is in the area of a B2B
e-commerce as it relates to the mining and exploration industry. The Company is
also investigating other opportunities in the area of mining and exploration.
Accordingly, the Directors have become concerned that the name Baynet, Ltd.
focuses the Company's activities to decidedly towards the internet industry and
therefore may restrict other opportunities in the mining and exploration area.
Therefore, the Directors believe a change of name to "Bay Resources Ltd."
more appropriate for the industry in which they wish to focus the Company's
activities.
GENERAL EFFECT ON THE COMPANY
The change of name will have no effect on the Company.
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EXHIBIT A
BAYNET, LTD
NOTICE PUSUANT TO SECTION 228 OF THE GENERAL
CORPORATION LAW
To: All Stockholders
PLEASE TAKE NOTICE THAT Stockholders owning at least a majority of the
outstanding stock of Baynet, Ltd. by written consent with a meeting dated
September 1, 2000 have duly adopted the following resolution:
"a resolution approving the change in the Company's name from Baynet
Ltd, to Bay Resources Ltd."
Peter J. Lee
Director & Secretary
A-1
