-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RxAslSzwe1nhCdGlqN1/5xYKkOQIxLQmBdV1VOLrqLtzIpUbzdD5wob8vax4dA3C sKjPkBN/YvzSZroQ4Rqucg== 0001019056-03-000961.txt : 20030924 0001019056-03-000961.hdr.sgml : 20030924 20030924090304 ACCESSION NUMBER: 0001019056-03-000961 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030924 EFFECTIVENESS DATE: 20030924 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL DIVERSIFIED ACQUISITION CORP CENTRAL INDEX KEY: 0001043105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109067 FILM NUMBER: 03907019 BUSINESS ADDRESS: STREET 1: 17025 E. FIRST AVENUE STREET 2: SUITE 5 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 480-945-2232 MAIL ADDRESS: STREET 1: 17025 E. FIRST AVENUE STREET 2: SUITE 5 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: SUTTON TRADING SOLUTIONS INC DATE OF NAME CHANGE: 20020925 FORMER COMPANY: FORMER CONFORMED NAME: IKON VENTURES INC DATE OF NAME CHANGE: 20000203 S-8 1 global_s8.txt FORM S-8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- GLOBAL DIVERSIFIED ACQUISITION CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 76-0270295 ---------------------------- --------------------------------- (State of other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 2025 E. First Avenue, Suite 5, Scottsdale, Arizona 85251 -------------------------------------------------------- (Address, including zip code, of registrant's principal executive offices) 2001 EMPLOYEE STOCK COMPENSATION PLAN ------------------------------------- (Full Title of the Plan) Andrew J. Kacic Chief Executive Officer Global Diversified Acquisition Corp. 2025 E. First Avenue, Suite 5 Scottsdale, Arizona 85251 --------------------------------------- (Name and address of agent for service) (480) 945-2232 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) --------------------------
CALCULATION OF REGISTRATION FEE ============================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Offering Price Per Aggregate Offering Amount of to be Registered Amount to be Registered Share Price(1) Registration Fee ---------------- ----------------------- ------------------ ------------------ ---------------- Common Stock, $.001 par 5,010,000 Shares (2)(3) $0.40 $1,999,000 $161.72 value per share ==============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) based on the average of the bid and ask prices for the Common Stock on September 3, 2003 as reported on the over the counter market OTCBB. (2) This Registration Statement is filed pursuant to Rule 413 and constitutes an amendment to the Form S-8 filed on March 16, 2001 (File No. 333-57184). The 2001 Employee Stock Compensation Plan, as amended authorizes a total of 5,010,000 shares, 12,500 of which have already been registered on a Form S-8 filed on March 16, 2001 (File No. 333-57184). Such Form S-8 registered 5,000,000 shares; however, subsequent to that filing the Registrant completed a 1 for 400 reverse stock split. (3) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to antidilution provisions. ================================================================================ This registration statement on Form S-8 is being filed for the purpose of registering an additional 4,997,500 shares of the Registrant's Common Stock reserved for issuance under the 2001 Employee Stock Compensation Plan, as amended (the "Plan"). Pursuant to General Instruction E of Form S-8, except as otherwise provided herein, the contents of this Registration Statement also incorporates by reference the registration statement on Form S-8 (File No. 333-57184) which was filed on March 16, 2001 by Ikon Ventures, Inc. (n/k/a Global Diversified Acquisition Corp. which was f/k/a Sutton Trading Solutions, Inc.) which registered an aggregate of 12,500 shares (after adjustment for the reverse stock split referenced in footnote 2 above) issuable under the Plan. Following the registration of the additional 4,997,500 shares under this registration statement, a total of 5,010,000 shares of the Registrant's Common Stock will be registered under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of Arizona, on September 16, 2003. GLOBAL DIVERSIFIED ACQUISITION CORP. By: /s/ ANDREW J. KACIC -------------------------------------------- Andrew J. Kacic Chairman and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Andrew J. Kacic his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated on September 16, 2003. /s/ ANDREW J. KACIC Chairman, Chief Executive September 16, 2003 - ---------------------------- Officer and Director Andrew J. Kacic /s/ JOHN W. SHAFFER Director, Chief Financial and September 16, 2003 - ---------------------------- and Accounting Officer, and John W. Shaffer Secretary /s/ RAYMOND A. BILLS Director September 16, 2003 - ---------------------------- EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5.1 Opinion of Counsel. 10.5 2001 Employee Stock Compensation Plan (incorporated by reference to Registrant's Definitive Proxy Statement Filed with the Securities and Exchange Commission on February 1, 2001) 23.1 Consent of Spicer, Jeffries & Co. 23.2 Consent of Counsel (included in Exhibit 5.1). 24.1 Power of Attorney (contained on signature page). EX-5.1 3 ex5_1.txt EXHIBIT 5.1 Exhibit 5.1 September 16, 2003 Global Diversified Acquisition Corp. 2025 E. First Avenue, Suite 5 Scottsdale, Arizona 85281 RE: Global Diversified Acquisition Corp. Registration Statement on Form S-8 ----------------------------------------------------------- Ladies and Gentlemen: We are general counsel to Global Diversified Acquisition Corp., a Nevada corporation (the "Company"). We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to 5,010,000 shares of the Company's Common Stock, $.001 par value (the "Shares"). The Shares are issuable upon exercise of options granted or to be granted pursuant to the Company's 2001 Employee Stock Compensation Plan (the "2001 Plan"). In connection with this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. The Certificate of Incorporation, as amended, of the Company as in effect on the date hereof; 2. The Bylaws of the Company as in effect on the date hereof; 3. The corporate minute books or other records of the Company relating to the proceedings of stockholders and directors of the Company; 4. The 2001 Plan; and 5. The Registration Statement. For purposes of this opinion, we have assumed without any investigation: (1) the legal capacity of each natural person; (2) the genuineness of each signature; (3) the completeness of each document submitted to us as an original and the conformity with the original of each document submitted to us as a copy; and (4) the completeness, accuracy and proper indexing of all governmental records. We have not made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound. Nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. Our opinions contained herein are limited to the laws of the State of New York and the federal law of the United States of America. Our opinions are rendered, with your concurrences, as if only the internal laws of the State of New York were applicable thereto, notwithstanding that the Company is a Nevada corporation. Our opinion hereafter expressed is based solely upon: (1) our review of the Documents; (2) discussions with those of our attorneys who have devoted substantive attention to the matters contained herein; and (3) such review of published sources of law as we have deemed necessary. Based upon and subject to the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, when issued in accordance with the terms of the 2001 Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement and to the reference to our firm wherever it appears in the Registration Statement. Very truly yours, BROWN RUDNICK BERLACK ISRAELS LLP /s/ Brown Rudnick Berlack Israels LLP ---------------------------------------- EX-23.1 4 ex23_1.txt EXHIBIT 23.1 Exhibit 23.1 Consent of Spicer, Jeffries & Co. [Letterhead of Spicer, Jeffries & Co.] Consent of Independent Certified Public Accountant We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-57184) of Global Diversified Acquisition Corp. and in this Registration Statement of our report dated July 2, 2003, which appears on pages F-1 through F-13 of the annual report on Form 10-KSB for the year ended March 31, 2003 filed on July 16, 2003. /s/ SPICER, JEFFRIES & CO. - -------------------------------- Spicer, Jeffries & Co. 4155 E. Jewell Avenue, Suite 307 Denver, Colorado 80222 September 23, 2003 -----END PRIVACY-ENHANCED MESSAGE-----