SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) October 15, 2004
BAY RESOURCES, LTD
(Exact Name of Company as Specified in Charter)
Delaware 0-16097 98-007697
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(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
Level 8, 580 St Kilda Road, Melbourne, Victoria Australia 3004
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number 61-3-8532-2860
Company's facsimile number 61-3-8532-2805
Company's email address bayresources@axisc.com.au
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Company's website address www.bayresourcesltd.com
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Item 1.01 Options issued to Directors, Chief Executive Officer and Other
Officers
On October 2004, the board of Directors and remuneration Committee of
the Company adopted a Stock Option Plan (refer Item 801 of this Form
8K for further details) and agreed to issue the following options to
acquire shares of common stock in the Company, at an exercise price
of US$1.00 per option.
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Name Title No of Options
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Joseph Isaac Gutnick President, CEO and Chairman of the Board 500,000
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Peter James Lee Director, CFO and Secretary 250,000
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Pinchas Althaus Chief Operating Officer *750,000
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Craig Alford Vice President Exploration 150,000
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* refer Item 5.02 for vesting period
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Item 5.02 Appointment of Principal Officers
On October 15, 2004, the Company appointed Mr. Pinchas (Pini)
Althaus as Chief Operating Officer.
Mr Althaus has 9 years business experience in insurance, sales,
business development and investor relations. More recently Mr Althaus
was Director of Business Development for Ambient Corporation
(February 2000 to February 2003), a company providing power line
communications technology. In this role, Pini initiated and
maintained relationships with U.S. & International electrical
utilities and power companies, and managed and initiated
relationships with strategic and business development partners. He
played a major role in Ambient completing two successful rounds of
funding, acted as liaison between Ambient and its investors/financial
community, managed public relations and corporate communications
duties, including press releases and media interviews, and created
and delivered presentations for Ambient. He joined Tahera
Corporation, a diamond exploration company, in February 2003 as
Director of Investor Relations & Business Development where he
managed public relations and investor relations activities, including
press releases, conducting media interviews, responding to
shareholder inquiries and representing Tahera at conferences.
In October 2003, Pini left Tahera and since that time, has
provided consulting services to Bay Resources and its subsidiary
company covering investor relations and public relations
activities, including fund raising, press releases, media
interviews, and shareholder inquiries. In addition to this, he
has coordinated road-shows and delivered presentations on the
Company's behalf. On October 15, 2004, he was appointed Chief
Operating Officer of Bay Resources Ltd.
The employment agreement was effective May 1, 2004 and expires on
December 31, 2006. Mr. Althaus shall be paid a salary of
US$110,000 exclusive of bonus benefits and other compensation.
The Company has agreed to provide Mr. Althaus with executive
benefits comparable to those provided by the Company to other
executives of the Company generally and shall permit Mr. Althaus
to participate in any bonus place, share purchase plan,
retirement plan or similar plan offered by the Company to its
executives generally in the manner and the extent authorized by
the Remuneration Committee of the Company. In addition, Mr.
Althaus will be able to participate in such extended health,
medical, disability insurance and other benefit plans established
by the Company and made available to other executives of the
Company.
The Company has agreed to grant Mr. Althaus options to purchase
750,000 shares of common stock of the Company at an exercise
price of US$1.00 per option which will vest as follows:-
o 250,000 shall vest immediately;
o a further 250,000 will vest at the mid term date of the contract;
and
o the remaining 250,000 will vest on December 31, 2006.
The options will be issued subject to applicable securities laws, the
availability of options within the Company stock option plan and may
be subject to whole periods.
In the case of the change of control, all options then outstanding
will immediately vest for the purpose of such transaction.
The Company may terminate the employment of Mr. Althaus without
notice or any payment in law of notice for cause. The agreement may
also be terminated by the Company upon 30 days written notice to Mr.
Althaus if Mr. Althaus becomes permanently disabled and the agreement
shall terminate without notice upon the death of Mr. Althaus. If Mr.
Althaus' employment is terminated during the term for cause or by
voluntarily termination by Mr. Althaus, Mr. Althaus shall not be
entitled to any severance payment other than pro rata entitlements up
to the date of termination.
Mr. Althaus may terminate his employment with the Company at any time
upon the occurrence of any one of the following:-
(i) A reduction of diminution in Mr. Althaus' authority, duties or
responsibilities (including without limitation, with respect to
office or title) hereunder,
(ii) Any reduction in the then applicable base salary or Mr. Althaus'
eligibility to participate in any executive benefits program,
retirement plan or executive incentive bonus programs,
(iii)Unless without his prior consent, his place of work is relocated
to more than 30 miles from New York,
(iv) Any other material failure on the part of the Company to comply
with any other provision of this agreement or any stock option
agreement executed by the parties as contemplated herein.
If Mr. Althaus' employment is terminated for other than cause, Mr. Althaus will
be entitled to receive the lesser of the total of three months salary at the
applicable base salary rate and the present value of the salary of Mr. Althaus
during the next 24 months.
If Mr. Althaus' employment is terminated as a result of permanent disability or
death, a payment will be made to Mr. Althaus or his estate of the balance of the
base salary that would otherwise have been paid to Mr. Althaus during the
remainder of the term of the agreement.
Item 8.01 Other Events
On October 15, 2004, the Remuneration Committee and the Board of
Directors of the Company adopted the 2004 stock option plan of Bay
Resources Ltd.
The plan was established to recognize contributions made by bone fide
directors, officers, employees, management company employees,
consultants or company consultants, and also includes a Company, of
which 100% of the share capital is beneficially owned by one or more
service providers ("service provider"). The maximum aggregate number of
shares that may be reserved for issuance under the plan at any point of
time is 10% of the outstanding shares at the time planned shares are
reserved for issuance as a result of the grant of an option, less any
common shares reserved for issuance under share options granted under
share compensation arrangements other than this plan.
Options to purchase common shares may be granted under the plan to
service providers from time to time by the Board.
Options issued under the plan can be exercisable for a maximum of 10
years from the effective date. Vesting of the options is otherwise at
the discretion of the Board of Directors of the Company and will
generally be subject to the service provider remaining employed by or
continuing to provide service to the Company and its affiliates as well
as at the discretion of the Board achieving certain milestones which
may be defined by the Board from time to time while receiving a
satisfactory performance review by the Company or any of its affiliates
during the vesting period or remaining as a Director of the Company or
any of its affiliate during the vesting period.
No options may be exercised after the service provider has left the
employment or office or has been advised his services are no longer
required or his service contract has expired except in the case of the
death of a optionee; any vesting options held by them at the date of
death will become exercisable by the optionees' lawful personal
representatives, heirs or executors until the earlier of one year after
the date of death of such optionee and the date of expiration of the
term otherwise applicable to such option; options granted to a service
provider conducting investor relations activities will expire within
thirty days of the date of the optionee ceasing to conduct such
activities but only to the extent that such optionee was vested in the
option at the date the optionee ceased to conduct such activities;
options granted to an optionee other than one conducting investor
relations activities will expire within 90 days after the optionee
ceases to be employed or provide services to the Company but only to
the extent that such optionee was vested in the option at the date the
optionee ceased to be employed or to provide services to the Company;
and, in the case of the optionee being dismissed from employment or
service for cause, such optionees, whether or not vested at the date of
dismissal will immediately terminate without right to exercise the
same.
Options will be exercisable only by the optionee to whom they are
granted and will not be re-assignable of transferable.
The number of common shares subject to an option will be subject to
adjustment in the case of sub division of common shares, consolidation
of common shares, capital raising, reorganization, reclassification or
change of outstanding equity shares of the Company.
Options granted pursuant to the plan to Directors, officers and all
employees and consultants employed or retained by the Company for a
period of more than 6 months at the time the option is granted will
vest as follows:-
(i) One third of the total number of options granted will vest six
months after the date of grant;
(ii) A further one third of the total number of options granted will
vest one year after the date of grant; and
(iii)The remaining one third of the total number of options granted
will vest 18 months after the date of grant.
Options granted pursuant to the plan to the employer or consultant
who has been employed or retained by the Company for a period of less
than six months at the time the option is granted will vest as
follows:
(i) One third of the total number of options granted will vest one
year after the date of grant;
(ii) A further one third of the total number of options granted will
vest 18 months after the date of grant; and
(iii)The remaining one third of the total number of options granted
will vest 2 years after the date of grant.
Options granted to consultants retained by the Company pursuant to a short term
contract or for a specific project for a defined term will be such vesting
provisions determined by the Board of Directors of the Company at the time the
option commitment is made.
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.
BAY RESOURCES, LTD
(Company)
By: /s/ Peter Lee
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Peter Lee
Director, Secretary and
Chief Financial Officer
Dated: October 20, 2004