SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Legend International Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
52467C 10 0
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(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)
July 19, 2006
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(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 10
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
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8. Shared Voting Power: 37,974,145
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 37,974,145
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 37,974,145 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): 76.03%
14. Type of Reporting Person (See Instructions): CO
Page 2 of 10
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
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8. Shared Voting Power: 46,819,145
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 46,819,145
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 46,819,145 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): 93.7%
14. Type of Reporting Person (See Instructions): IN
Page 3 of 10
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
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8. Shared Voting Power: 46,819,145
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 46,819,145
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 46,819,145 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): 93.7%
14. Type of Reporting Person (See Instructions): IN
Page 4 fo 10
CUSIP NO. 52467C 10 0
1. Name of Reporting Person
S.S. of I.R.S. Identification No. of Above Person
Chabad House of Caulfield 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
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8. Shared Voting Power: 8,845,000
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9. Sole Dispositive Power: None
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10. Shared Dispositive power: 8,845,000
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 8,845,000 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): 17.7%
14. Type of Reporting Person (See Instructions): CO
Page 5 of 10
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)-(d) 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 and an officer and director of Chabad House
(defined below). JG's principal occupation is as the Chairman of
the Board, President and Chief Executive Officer of Golden River
Resources Corporation. 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") is the wife of JG and a stockholder of Renika. JG
is also a director of Chabad House.
(iv) Chabad House of Caulfield Pty Ltd. ("Chabad House") is a private
corporation that is the trustee of The Heichal Menachem Community
Centre Fund, a charitable organization.
(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 and Chabad House are Australian
corporations.
Page 6 of 10
Item 3. Source and Amount of Funds or Other Consideration.
(i) On July 19 and July 21, 2006, Renika sold an aggregate of 11,295,000
shares of common stock in a private transaction to several purchasers
at a purchase price of $0.50 per share, including 8,845,000 shares to
Chabad House.
(ii) On July 21, 2006, Renika exercised 34,778,220 options (the "Options")
using a cashless exercise feature resulting in the issuance to Renika
of 31,880,035 shares of Common Stock.
Item 4. Purpose of Transaction
The sale of the Shares and the exercise of the options was for investment.
Renika, the Officers and Directors and Chabad House 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, the Officers and
Directors and Chabad House 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) 37,974,145 76.03%
Officers and Directors(2)(3) 46,819,145 93.7%
Chabad House (3) 8,845,000 17.7%
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(1) Based on 49,947,785 shares of Common Stock outstanding on July 21, 2006,
after giving effect to the issuance of shares of Common Stock upon exercise
of the Options.
(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 7 of 10
(3) Chabad House 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 Chabad House.
(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)(i) The shares of Common Stock are held by Renika as trustee of a family
trust (the "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.
(ii) The shares of Common Stock are held by Chabad House as trustee of The
Heichal Menachem Community Centre Fund, a charitable organization.
Chabad House has full power to vote and dispose of the shares of
Common Stock owned by it.
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 8 of 10
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
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Director
Dated: July 25, 2006
/s/ Joseph I. Gutnick
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Joseph I. Gutnick
/s/ Stera M. Gutnick
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Stera M. Gutnick
CHABAD HOUSE OF CAULFIELD PTY. LTD.
By /s/ Joseph I. Gutnick
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Director
Page 9 of 10
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
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Director
Dated: July 25, 2006
CHABAD HOUSE OF CAULFIELD PTY. LTD.
By /s/ Joseph I. Gutnick
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Director
/s/ Joseph I. Gutnick
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Joseph I. Gutnick
/s/ Stera M. Gutnick
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Stera M. Gutnick
Page 10 of 10