0001157523-05-002892.txt : 20120613 0001157523-05-002892.hdr.sgml : 20120613 20050329203556 ACCESSION NUMBER: 0001157523-05-002892 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050329 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGEND INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001132143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 233067904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78004 FILM NUMBER: 05711225 BUSINESS ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 BUSINESS PHONE: 61392341000 MAIL ADDRESS: STREET 1: LEVEL 8 580 ST KILDA RD STREET 2: MELBOURNE CITY: VICTORIA STATE: C3 ZIP: 8008 FORMER COMPANY: FORMER CONFORMED NAME: SUNDEW INTERNATIONAL INC DATE OF NAME CHANGE: 20010112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RENIKA PTY LTD CENTRAL INDEX KEY: 0001306679 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEVEL 8 STREET 2: 580 ST KILDA ROAD CITY: MELBOURNE STATE: C3 ZIP: 3004 BUSINESS PHONE: 61385322875 MAIL ADDRESS: STREET 1: PO BOX 6315 STREET 2: ST KILDA ROAD CENTRAL CITY: MELBOURNE STATE: C3 ZIP: 8008 SC 13D/A 1 a4840138.txt EDENSOR SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Legend International Holdings, Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 52467C 10 0 ------------------------------------------------------------------------------- (Cusip Number) Joseph Isaac Gutnick Renika Pty. Ltd. Level 8, 580 St. Kilda Road Melbourne, Victoria 8008 Australia Tel: 011-613 8532 2860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2004 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g) check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. The information required on the reminder 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. Page 1 of 9 CUSIP NO. 52467C 10 0 1. Name of Reporting Person S.S. of I.R.S. Identification No. of Above Person Renika Pty. Ltd. I.R.S. Employer Identification No.: Not Applicable 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3. SEC Use Only.............................................................. 4. Source of Funds (see Instructions): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).........................................[ ] 6. Citizenship or Place of Organization: Australia ------------------------------------------------------------------------------- Number of Shares Beneficially owned by: 7. Sole Voting Power: None ------------------------------------------------------------------------------- 8. Shared Voting Power: 18,795,360 ------------------------------------------------------------------------------- 9. Sole Dispositive Power: None ------------------------------------------------------------------------------- 10. Shared Dispositive power: 18,795,360 ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,795,360 Shares. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)..............................................[_] 13. Percent of Class Represented by Amount in row (11): 96.5% 14. Type of Reporting Person (See Instructions): CO Page 2 of 9 CUSIP NO. 52467C 10 0 1.. Name of Reporting Person S.S. of I.R.S. Identification No. of Above Person Joseph I. Gutnick I.R.S. Employer Identification No.: Not Applicable 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3. SEC Use Only.............................................................. 4. Source of Funds (see Instructions): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).........................................[ ] 6. Citizenship or Place of Organization: Australia ------------------------------------------------------------------------------- Number of Shares Beneficially owned by: 7. Sole Voting Power: None ------------------------------------------------------------------------------- 8. Shared Voting Power: 18,795,360 ------------------------------------------------------------------------------- 9. Sole Dispositive Power: None ------------------------------------------------------------------------------- 10. Shared Dispositive power: 18,795,360 ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,795,360 Shares. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)..............................................[_] 13. Percent of Class Represented by Amount in row (11): 96.5% 14. Type of Reporting Person (See Instructions): IN Page 3 of 9 CUSIP NO. 52467C 10 0 1. Name of Reporting Person S.S. of I.R.S. Identification No. of Above Person Stera M. Gutnick I.R.S. Employer Identification No.: Not Applicable 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] 3. SEC Use Only.............................................................. 4. Source of Funds (see Instructions): OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).........................................[ ] 6. Citizenship or Place of Organization: Australia ------------------------------------------------------------------------------- Number of Shares Beneficially owned by: 7. Sole Voting Power: None ------------------------------------------------------------------------------- 8. Shared Voting Power: 18,795,360 ------------------------------------------------------------------------------- 9. Sole Dispositive Power: None ------------------------------------------------------------------------------- 10. Shared Dispositive power: 18,795,360 ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 18,795,360 Shares. 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)..............................................[_] 13. Percent of Class Represented by Amount in row (11): 96.5% 14. Type of Reporting Person (See Instructions): IN Page 4 of 9 Item 1. Security and Issuer ------------------- Common Stock, par value $0.001 per share of Legend International Holdings, Inc. (the "Issuer"), whose executive offices are located at Level 8, 580 St. Kilda Road, Melbourne, Victoria 8008, Australia. Item 2. Identity and Background ----------------------- (a)-(c) The undersigned hereby file this Schedule 13D statement on behalf of: (i) Renika Pty. Ltd. ("Renika") a private corporation engaged as the trustee of a private family investment trust. (ii) Joseph I. Gutnick ("JG"). JG is an officer, director and stockholder of Renika. JG's principal occupation is as the Chairman of the Board, President and Chief Executive Officer of Bay Resources Ltd. JG is also the President of the Issuer. JG is also chairman of several publicly listed Australian corporations in the mining sector. (iii) Stera M. Gutnick ("SG" and, together with JG, the "Officers and Directors"). SG is an officer, director and stockholder of Renika, SG's principal occupation is as a Director of Renika and certain other private corporations. (d) None of the persons referred to in Paragraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in Paragraph (a) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of a competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Each of the individuals referred to in Paragraph (a) above is an Australian citizen. Renika is an Australian corporation. Page 5 of 9 Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- On December 14, 2004, the Issuer agreed to issue 9,000,000 options to Renika as consideration for services to be rendered by the new President and Chief Executive Officer of the Issuer. The 9,000,000 options convert to 9,000,000 shares of common stock at an exercise price of $0.05 per share and a latest exercise date of December 2009. The Issuer undertook a Black and Scholes valuation of the options using a $0.05 exercise price, $0.05 market price, five year life, risk free interest rate of 5.155% and a volatility of 16.7% which equated to a value of $123,300. The $0.05 market price was based on the price of the Issuer's shares of common stock at the time. In the absence of any independent directors on the Issuer's Board, the Issuer's sole director, Mr. Gutnick, appointed Dr. David Tyrwhitt to approve the terms of the options on behalf of the Issuer. For additional information, see the Form 8-K filed by the Issuer on March 8, 2005. Item 4. Purpose of Transaction ---------------------- The acquisition of the options was for investment. Renika and the Officers and Directors may acquire additional shares of the Issuer from time to time and may dispose of any or all of the shares held by them at any time. Except as set forth above in this Item 4, Renika and the Officers and Directors do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (j), inclusive, of Item 4 of Schedule 13D. Such entities and persons may, at any time, from time to time, review or reconsider their position with respect to the issuer, and formulate plans or proposals with respect to any of such matters, but have no present intention of doing so. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) and (b) The number of shares of Common Stock of the Issuer held by each person named in response to Item 2 as of the date hereof are as follows: Aggregate Number Percentage of Name Of Shares Owned Outstanding(1) ---- ---------------- -------------- Renika (2) 18,795,360 (3) 96.5% Officers and Directors (5) 18,795,360 (3) 96.5% ------------------------- (1) Based on 10,474,000 shares of Common Stock outstanding on March 1, 2005. (2) Renika has the power to vote and to dispose of the shares of Common Stock owned by it. The Officers and Directors may be deemed to share beneficial ownership of the shares of Common Stock owned by Renika. Page 6 of 9 (3) Includes (i) 578,240 shares of common stock issuable upon exercise of options at an exercise price of $0.2594 per shares and (ii) 9,000,000 shares of common stock issuable upon exercise of options at an exercise price of $0.05 per share. (c) Except as set forth above, none of the persons listed in response to Item 2 above acquired any shares of Common Stock of the Issuer during the past 60 days. (d) The shares of Common Stock are held by Renika as trustee of a family trust for the benefit of certain members of the family of the Officers and Directors. Renika has full power to vote and dispose of the shares of Common Stock owned by it. The proceeds of any such sale may be used, in the discretion of Renika, for the benefit of the beneficiaries of the Trust. Except as described above, no person other than each respective record owner referred to herein of shares of Common Stock is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------------------ Except as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise), among the persons named in Item 2 hereof, or between such persons and the other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits -------------------------------- Exhibit 1 Agreement Pursuant to Rule 13d - 1(k) Page 7 of 9 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. RENIKA PTY. LTD. By:/s/Joseph I. Gutnick -------------------- Director Dated: March 10, 2005 /s/Joseph I. Gutnick -------------------- Joseph I. Gutnick By:/s/Stera M. Gutnick ------------------- Stera M. Gutnick Page 8 of 9 Exhibit 1 --------- Agreement Pursuant to Rule 13d-1(k) Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned acknowledges and agree that the statement to which this Exhibit is attached is filed on behalf of them in the capacities set forth herein below and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it or him contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it or he knows or has reason to believe that such information is inaccurate. RENIKA PTY. LTD. By:/s/Joseph I. Gutnick -------------------- Director Dated: March 10, 2005 /s/Joseph I. Gutnick -------------------- Joseph I. Gutnick By:/s/Stera M. Gutnick ------------------- Stera M. Gutnick Page 9 of 9