1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2000 Omninet International Ltd. (Translation of registrant's name into English) Washington Mall 1 22 Church Street Hamilton HM11 Bermuda (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable. Omninet International Ltd., a corporation organized under the laws of Bermuda ("Omninet"), held its 1999 Annual General Meeting on June 5, 2000, pursuant to which Omninet's shareholders fixed the number of Omninet's directors at 4 and elected Eric Kohn, Marlin J. Horst, Jeffrey G. Conyers and Michael Schroter as directors. Omninet's shareholders also appointed Moore Stephens as the company's auditors. The notice of annual general meeting distributed to shareholders is attached as Exhibit 99.1 to this Form 6-K and is incorporated herein by reference. Omninet also held a special general meeting of its shareholders on June 5, 2000, pursuant to which Omninet's shareholders: (i) approved the 2000 Outside Directors' Stock Option Plan and reserved 100,000 shares of Omninet common stock for issuance thereunder; (ii) approved the Omninet International Limited 2000 Stock Incentive Plan and reserved 1,100,000 shares of common stock for issuance thereunder; (iii) voted to amend and restate Omninet's Bye-laws; and (iv) approved compensation to certain directors for past services. The amended notice of special general meeting distributed to shareholders is attached as Exhibit 99.2 to this Form 6-K and is incorporated herein by reference. EXHIBIT INDEX 99.1 Omninet International Ltd. Notice of Annual General Meeting dated June 5, 2000. 99.2 Omninet International Ltd. Amended Notice of Special General Meeting dated June 5, 2000. 2 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, thereunto duly authorized. Omninet International Ltd. Date: August 10, 2000 By: /s/ Eric F. Kohn ------------------- Eric F. Kohn Chairman