-----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, WkdndatFaEl/EchfLtBhteeHSHLIOvnqh2H+QFtOeDLWfiASRlBv4NnGeOKq8GlH tididSrcHY3+EqE63oKujQ== 0001188112-05-000227.txt : 20050209 0001188112-05-000227.hdr.sgml : 20050209 20050209151921 ACCESSION NUMBER: 0001188112-05-000227 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 EFFECTIVENESS DATE: 20050209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAILKEY 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: 333-122654 FILM NUMBER: 05588475 BUSINESS ADDRESS: STREET 1: 130 SHAFTESBURY AVE. CITY: LONDON STATE: XX ZIP: W1B 5EU BUSINESS PHONE: 011-44-2070-310821 MAIL ADDRESS: STREET 1: 130 SHAFTESBURY AVE. CITY: LONDON STATE: XX ZIP: W1B 5EU FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL DIVERSIFIED ACQUISITION CORP DATE OF NAME CHANGE: 20030625 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 ts8-4885.txt S-8 Registration Statement No. ____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- MAILKEY CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 76-0270295 --------------------------------- --------------------------------- (State of other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 17194 Preston Rd Suite 102, PO BOX 341, Dallas, TX 75248 -------------------------------------------------------- (Address, including zip code, of registrant's principal executive offices) 2001 EMPLOYEE STOCK COMPENSATION PLAN ------------------------------------- (Full Title of the Plan) Todd Van Siclen The Otto Law Group, PLLC 900 Fourth Avenue, Suite 3140 Seattle, WA 98164 --------------------------------------- (Name and address of agent for service) (206) 262-9545 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) -------------------------------- If any of the Securities being registered on this Form S-8 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. X ----- -------------------------------------------------------
CALCULATION OF REGISTRATION FEE Title of Proposed Maximum Proposed Securities to Amount to be Offering Price Aggregate Maximum be Registered Registered(2)(3) Per Share(1) Offering Price(1) Amount of Fee(1) - --------------- --------------- -------------- ----------------- ---------------- Common Stock, 9,990,000 $.045 $449,550 $52.91 $0.001 par value
(1) Estimated solely for the purposes of determining the registration fee pursuant to Rule 457. On February 4, 2005, the fair market value of the Company's common stock, determined from its closing price on the Over-the-Counter Bulletin Board was $.045 per share. On this basis, the maximum aggregate offering price for the shares being registered hereunder is $449,550 and this is the basis for computing the filing fee in accordance with Rule 457(h) and at a rate of the aggregate offering price multiplied by .0001177. (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), as amended on September 24, 2003 (File No. 333-109067). The 2001 Employee Stock Compensation Plan, as amended, authorizes a total of 15,000,000 shares, 5,010,000 of which were previously registered on March 16, 2001 (File No. 333-57184) and September 24, 2003 (File No. 333-109067). (3) This Registration Statement also covers such additional shares of Common Stock as may be issuable pursuant to antidilution provisions. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8 This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant hereby registers an additional 9,990,000 shares of the Registrant's Common Stock reserved for issuance under the 2001 Employee Stock Compensation Plan, as amended (the "Plan"), thereby increasing the total shares awardable under the Plan to 15,000,000. 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 Mailkey Corporation, f/k/a Global Diversified Acquisition Corp., which was f/k/a Sutton Trading Solutions, Inc.), which registered an aggregate of 12,500 shares (adjusted to reflect the April 24, 2003 reverse stock split), and the registration statement (File No. 333-109067) filed on September 24, 2003 (by Global Diversified Acquisition Corp., n/k/a Mailkey Corporation), in which an additional 4,997,500 shares were registered under the Plan (increasing the total to 5,010,000 shares). Following the registration of the additional 9,990,000 shares under this Registration Statement, a total of 15,000,000 shares of the Registrant's Common Stock will be registered under the Plan. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by the Registrant are incorporated by reference in this registration statement: (i) Registrant's Annual Report on Form 10-KSB, as amended, for the fiscal year ended March 31, 2004, (ii) Registrant's Quarterly Report on Form 10-QSB and Form 10-QSB, as amended, for the quarter ended December 31, 2003, June 30, 2004, September 30, 2004, (iii) Registrant's Report on Forms 8-K and Form 8-K, as amended, filed June 8, 2004, July 13, 2004, September 8, 2004, October 16, 2001, October 25, 2004, November 10, 2004, November 12, 2004, January 6, 2004, January 25, 2004, and February 4, 2004. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents. 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 this Registration Statement 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 Dallas, State of Texas, on February 7, 2004. MAILKEY CORPORATION By: /s/ Ivan Zweig ---------------------------- Ivan Zweig Chief Executive Officer 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 February 7, 2005. /s/ Ivan Zweig Chief Executive Officer February 7, 2005 - ------------------------- Andrew J. Kacic /s/ Tim Dean-Smith Director February 7, 2005 - ------------------------- Tim Dean-Smith EXHIBIT INDEX Exhibit Number Description - -------------- ----------------- 4.1 2001 Employee Stock Compensation Plan, as amended (1) 4.2 Amendment No. 2 to 2001 Employee Stock Compensation Plan 5.1 Opinion of The Otto Law Group, PLLC 23.1 Consent of The Otto Law Group, PLLC (included in Exhibit 5.1) 23.2 Consent of Independent Auditor (1) Incorporated by reference to the Form S-8 filed on March 16, 2001 (File No. 333-57184), as amended by the Form S-8 filed on September 24, 2003 (File No. 333-109067). EX-4.2 2 tex4_2-4885.txt EX-4.2 EXHIBIT 4.2 AMENDMENT NO. 2 TO 2001 EMPLOYEE STOCK COMPENSATION PLAN Mailkey Corporation (the "Company"), acting pursuant to the Articles of Incorporation and the Bylaws of the Company and with the authorization of the Board of Directors hereby amends, effective on this 3rd day of February 2005, the 2001 Employee Stock Compensation Plan, as amended on or about September 16, 2003 (the "Plan"), as set forth herein (the "Amendment"): WHEREAS, on February 1, 2001 the Company implemented the Plan in order to attract, retain, and compensate persons for performance of valuable services on behalf of the Company; WHEREAS, on or about September 16, 2003, in order to adjust the number of awardable Plan Shares upward following a reverse stock split, the Company amended the Plan to increase the number of Plan Shares awardable under the Plan to 5,010,000 shares; WHEREAS, the Company desires to further amend the Plan to increase the shares awardable under the Plan from 5,010,000 to 15,000,000 Plan Shares; NOW THEREFORE, the Company amends the Plan as follows: 1. All capitalized terms, unless specifically defined in this Amendment, shall have the meaning as defined in the Plan. 2. The section of the Plan entitled "Stock Subject to the Plan" is deleted in its entirety and replaced as follows: The maximum number of Plan Shares which may be awarded under this Plan is 15,000,000 shares. 3. The section of the Plan entitled "Miscellaneous Provisions" is modified to in indicate that the administration of the Plan shall be in the state of the Company's principal executive offices and the validity, construction, interpretation and effect of the Plan and its rules, regulations, and rights relating to the Plan shall be governed solely by the laws of the State of Nevada. 4. Except as otherwise set forth in this Amendment, the Plan remains in full force and effect. By signature below, the undersigned officer of the Company hereby certifies the foregoing. Dated: February 3, 20005 MAILKEY CORPORATION By ______________________________ Its: Authorized Officer EX-5.1 3 tex5_1-4885.txt EX-5.1 EXHIBIT 5.1 [Letterhead of The Otto Law Group] February 4, 2005 Ivan Zweig Chief Executive Officer 17194 Preston Rd., Suite 102 P.O. Box 341 Dallas, TX 75248 Re: Registration of Common Stock of Mailkey Corporation, a Nevada corporation ("Mailkey"). Ladies and Gentlemen: For purposes of the registration on Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), of 9,990,000 shares of common stock of Mailkey in connection with the 2001 Employee Stock Compensation Plan, as amended (the "Plan"), we have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion and, based thereon, we advise you that, in our opinion, when such shares have been issued and sold in accordance with the Plan and the registration statement referenced herein, such shares will be validly issued, fully paid and nonassessable shares of Mailkey's common stock. We hereby consent to the filing of this opinion as an exhibit to the above described registration statement. Very truly yours, THE OTTO LAW GROUP, PLLC /s/ The Otto Law Group, PLLC ------------------------------- EX-23.2 4 tex23_2-4885.txt EX-23.2 Exhibit 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT The Registrant is unable to include as an exhibit to this Form S-8 the consent of LJ Soldinger Associates, LLC, ("Soldinger"), former auditor to the Registrant and the accounting firm responsible for the audit of the Registrants financials for the fiscal year ended March 31, 2004 (the "Audited Financials"). Since Registrant's dismissal of Soldinger, Soldinger remains uncooperative regarding the provision to Registrant with its consent for the incorporation of the Audited Financials in Registrants filed statements. -----END PRIVACY-ENHANCED MESSAGE-----