UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Banyan Systems Incorporated
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
06698104
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(CUSIP Number)
August 20, 1998
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(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 the
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 ("Act") 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).
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CUSIP No. 06698104 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis M. Bacon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
None
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 920,100
OWNED BY
EACH --------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH None
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8 SHARED DISPOSITIVE POWER
920,100
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
920,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
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12 TYPE OF REPORTING PERSON*
IN, IA
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a): Name of Issuer:
Banyan Systems Incorporated (the "Company").
Item 1(b): Address of Issuer's Principal Executive Offices:
120 Flanders Road
Westboro, MA 01581-5013
Items 2(a): Name of Person Filing:
Louis M. Bacon ("Mr. Bacon")
The statement is being filed by Mr. Bacon, in his capacity as
(1) Chairman and Chief Executive Officer, director and
controlling shareholder of Moore Capital Management, Inc., a
Connecticut corporation ("MCM"), and (2) Chairman and Chief
Executive Officer, director and majority interest holder in
Moore Capital Advisors, LLC ("MCA").
MCM, a registered commodity trading advisor and member of the
National Futures Association, serves as discretionary
investment manager to Moore Global Investments, Ltd. ("MGI"),
a non-U.S. investment company incorporated in the Bahamas, and
other investment funds. MCA, a registered commodity trading
advisor and commodity pool operator, serves as general partner
and discretionary investment manager to a U.S. partnership,
Remington Investment Strategies, L.P. ("RIS"). The principal
occupation of Mr. Bacon is the direction of the investment
activities of MCM and MCA, carried out in his capacity of
Chairman and Chief Executive Officer of such entities. In this
capacity, Mr. Bacon may be deemed to be the beneficial owner
of the shares of Common Stock (as defined) which are the
subject of this statement held for the account of MGI and for
the account of RIS.
Item 2(b): Address of Principal Business Office:
1251 Avenue of the Americas
New York, New York 10020
Item 2(c): Citizenship:
United States citizen
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Item 2(d): Title of Class of Securities:
Common stock, par value $.01 per share (the "Common Stock"),
of the Company
Item 2(e): CUSIP Number:
06698104
Item 3: If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person is filing as a:
(a)[ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c)[ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d)[ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in
accordance with ss. 240.13d-1(b)(1)(ii)(F).
(g)[ ] A parent holding company or control person in
accordance with ss. 240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check
this box [X].
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<PAGE>
Items 4(a)-(c): Ownership:
On the date of this Statement, Mr. Bacon is deemed
to have beneficial ownership for purposes of Section
13(d) of the Securities Exchange Act of 1934 of
920,100 shares of Common Stock by virtue of his
control of MCM and MCA. Such shares represent 4.6%
of the issued and outstanding shares of Common
Stock. By virtue of his control of MCM and MCA, Mr.
Bacon is deemed to share voting power and
dispositive power over the shares of Common Stock
held by MGI and RIS.
The percentages used herein are calculated based
upon the 20,205,156 shares of Common Stock stated to
be issued and outstanding as of July 31, 1998, as
reflected in the Company's report on Form 10-Q for
the quarter ended June 30, 1998.
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 person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the
following [X].
Item 6: Ownership of More than Five Percent on Behalf of
Another Person:
Mr. Bacon, by virtue of his control of MCM and MCA,
is known to have the right to receive or the power
to direct the receipt of dividends from, or the
proceeds of the sale of, shares of Common Stock,
except that shareholders of MGI and partners of RIS
have the right to participate in the receipt of
dividends from, or proceeds upon the sale of, the
shares of Common Stock held for their respective
accounts.
Item 7: Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not Applicable.
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Item 8: Identification and Classification of
Members of the Group:
Not Applicable.
Item 9: Notice of Dissolution of Group:
Not Applicable.
Item 10: Certification:
By signing below the undersigned certifies that, to
the best of the undersigned's 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.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 21, 1998
LOUIS M. BACON
By: /s/ Stephen R. Nelson
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Name: Stephen R. Nelson*
Title: Attorney-in-Fact
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* Power of Attorney dated November 28, 1997 granted by Louis M. Bacon in
favor of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson is
attached hereto as Exhibit A.
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<PAGE>
Exhibit A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Louis M. Bacon, hereby make constitute
and appoint each of M. Elaine Crocker, Kevin F. Shannon and Stephen R. Nelson,
acting individually, as my agent and attorney-in-fact for the purpose of
executing in my name (a) in my personal capacity or (b) in my capacity as
Chairman and Chief Executive Officer of each of Moore Capital Management, Inc.
and Moore Capital Advisors, LLC and their respective affiliates all documents,
certificates, instruments, statements, filing and agreements ("documents") to be
filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including: (1) all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act including, without limitation: (a) any acquisition
statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any
joint filing agreements pursuant to Rule 13d-1(f), and (c) any initial
statements of, or states of changes in, beneficial ownership of securities on
Form 3, From 4 or Form 5 and (2) any information statements on Form 13F required
to be filed with the SEC pursuant to Section 13(f) of the Act.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 28th day of
November, 1997.
/s/ Louis M. Bacon
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Louis M. Bacon
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