SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
SUTTON TRADING SOLUTIONS, INC.
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(Name of Registrant as Specified in Charter)
7025 E. First Avenue
Suite 5
Scottsdale, Arizona 85251
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(Name of Person(s) Filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14c- 5(g) and
0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, par value $.001 per share
2) Aggregate number of securities to which transaction applies:
47,579,520 shares of Common Stock Outstanding
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SUTTON TRADING SOLUTIONS, INC.
7025 E. First Avenue
Suite 5
Scottsdale, AZ 85251
INFORMATION STATEMENT
PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate Date of Mailing: March __, 2003
Dear Shareholders:
This Information Statement is furnished by the Board of Directors (the
"Board") of Sutton Trading Solutions, Inc. (the "Company") to inform
shareholders of the Company of the approval of certain shareholders' actions.
This Information Statement will be mailed to holders of record of common stock,
par value $.001 (the "Common Stock"), of the Company as of the record date. The
record date for determining shareholders entitled to receive this Information
Statement has been established as of the close of business on February 28, 2003.
On that date, the Company had outstanding and entitled to vote 47,579,520 shares
of its Common Stock. Specifically, this Information Statement relates to the
following:
1. Shareholders' approval of an amendment to the
Company's amended Articles of Incorporation effectuating (a) a change in the
Company's name to Global Diversified Acquisition Corp. and (b) a one for four
hundred reverse stock split (the "Reverse Stock Split").
2. Shareholders' approval of an amendment to the
Company's 2001 Employee Stock Compensation Plan (the "Plan") increasing the
total number of shares authorized to be issued under the Plan after giving
effect to the Reverse Stock Split to 5,010,000 shares, provided that the total
number of shares issued under the Plan may not at any time exceed 20% of the
total number of shares of Common Stock then issued and outstanding.
On March 3, 2003, shareholders owning in the aggregate 25,017,046 shares of
Common Stock, or approximately 52.58% of the issued and outstanding Common
Stock, consented in writing to the matters described herein. As a result, these
matters were approved by the majority required by law and no further votes will
be needed.
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
INFORMATION STATEMENT
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the matters described herein, which is not shared by all other
stockholders pro-rata, and in accordance with their respective interests, except
that the Company's current officers and directors will be eligible for
participation under the Company's 2001 Employee Stock Compensation Plan . To
date, no awards have been made to the current officers and directors of the
Company thereunder.
EXECUTIVE OFFICERS
The executive officers of the Company are identified in the table below. Each
executive officer of the Company serves at the pleasure of the Board.
Year Became an
Name: Age Executive Officer Position
- ---- --- ----------------- --------
Andrew J. Kacic 52 2002 CEO and President
John W. Shaffer 62 2002 CFO and Secretary
PRINCIPAL STOCKHOLDERS
So far as is known to the Company, the following table sets forth the
beneficial ownership of 5% or more of the Company Stock as of February 28, 2003.
Beneficial ownership has been determined for purposes herein in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934 as amended, under which a
person is deemed to be the beneficial owner of securities if such person has or
shares voting power or investment power in respect of such securities or has the
right to acquire beneficial ownership within 60 days.
The following table sets forth information available to the Company, as
of February 28, 2003, with respect to the beneficial ownership of the
outstanding shares of the Company's Common Stock by (i) any holder of more than
five percent (5%) of the outstanding shares; (ii) the Company's officers and
directors; and (iii) the Company's officers and directors as a group:
Name and Address of Shares of Common Percentage (%) of
Beneficial Owner(1) Stock Owned Common Stock
- ------------------- ---------------- -----------------
Raymond J. Bills(2) 13,338- -0.003-
Andrew J. Kacic(2) -0- -0-
John W. Shaffer(2) 1,517,046 3.22
Corporate Communications 23,500,000 49.40
Network, Inc.(2)
Jonathan D. Siegel (3) 4,631,989(4) 9.74(4)
2
Name and Address of Shares of Common Percentage (%) of
Beneficial Owner(1) Stock Owned Common Stock
- ------------------- ---------------- -----------------
Gregory C. Frank(5) 4,631,991(6) 9.73(6)
Th J.B. Sutton Group Inc. 1,139,195(7) 2.40(7)
401(k) Profit Sharing Plan,
dated 10/1/95 f/b/o Jonathan
D. Siegel ("Siegel 401(k)")(3)
Tiburon Management Limited 4,047,777(9) 8.50(9)
("Tiburon")(8)
All officers and directors as a 1,517,046 3.20
group (three (3) persons)(2)
(1) Beneficial ownership as reported in the table above has been determined
in accordance with Instruction (1) to Item 403 (b) of Regulation S-B of the Act.
(2) The business address of each of the officers and stockholders noted
above is 7025 E. first Avenue, Suite 5, Scottsdale, AZ 85252.
(3) The business address of Jonathan D. Siegel is 175 Pinelawn road,
Melville, NY 11747.
(4) Includes 1,452,725 shares of common stock issuable upon the exercise of
outstanding warrants and 960,302 shares and 178,893 shares of common stock
issuable upon the exercise of warrants held in the name of the Siegel 401(k).
(5) The business address of Gregory C. Frank is 200 Broadhollow Road,
Melville, NY 11747.
(6) Includes 1,631,620 shares of common stock issuable upon the exercise of
outstanding warrants.
(7) Includes 178,893 shares of common stock issuable upon the exercise of
outstanding warrants.
(8) The business address of Tiburon is Imossi House, 115 Irish Town, Suite
6/167, P.O. Box 561, Gibraltar.
(9) Includes 124,073 shares of common stock issuable upon the exercise of
outstanding warrants.
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APPROVAL OF AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO (A) CHANGE THE COMPANY'S NAME AND (B) TO EFFECT
A ONE FOR FOUR HUNDRED REVERSE STOCK SPLIT
Amendment to the Amended Articles of Incorporation
The Board of Directors and shareholders holding the necessary number of votes
have approved an amendment (the "Charter Amendment") of the Company's amended
Articles of Incorporation (the "Articles") to (a) Article I thereof to effect a
change of the Company's name (the "Name Change") to Global Diversified
Acquisition Corp. and (b) Article IV thereof to effect a one for four hundred
reverse stock split (the "Reverse Stock Split"). As amended, Article I shall
read in its entirety as follows:
"Article I. The name of the Corporation shall be Global Diversified
Acquisition Corp."
As amended, Article IV shall read in its entirety as follows:
"Article IV. The Corporation shall have authority to issue an aggregate
of One Hundred Million (100,000,000) shares of common voting equity
stock of par value one mil ($0.001) per share, and no other class or
classes of stock, for a total capitalization of $100,000. The
Corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that
no consideration so fixed shall be less than par value. Each 100 shares
of Common Stock outstanding at 9:00 a.m. on February 13, 2001 shall be
deemed to be one share of Common Stock of the Corporation, par value
one mil ($0.001) per share. Each 400 shares of Common Stock outstanding
at 9:00 a.m. on March __, 2003 shall be deemed to be one share of
Common Stock of the corporation, par value one mil ($0.001) per share."
As of February 28, 2003, there were 47,579,520 shares of Common Stock
Outstanding. Assuming no additional issuances, there will be approximately
118,949 shares of Common Stock ("New Common Stock") issued and outstanding upon
the filing of the Charter Amendment with the Secretary of State of Nevada (the
"Effective Date"). As a result of rounding, the actual number of shares may vary
slightly.
The Name Change and the Reverse Stock Split will be effected by filing a
Certificate of Amendment to the Articles with the Secretary of State of Nevada.
The Certificate of Amendment, attached hereto as Exhibit A, will be filed with
the Secretary of State of Nevada approximately twenty (20) days after the
mailing of this Information Statement, and the Name Change and Reverse Stock
Split will become effective immediately upon such filing (the "Effective Date").
Purpose and Effect of Name Change
The purpose of changing the Company's corporate name is to reflect that the
Company does not currently have any operations and its principal activity is to
seek business opportunities. The voting and other rights that accompany the New
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Common Stock will not be affected by the change in corporate name. SHAREHOLDERS
MAY, BUT NEED NOT, EXCHANGE THEIR CERTIFICATES TO REFLECT THE CHANGE IN
CORPORATE NAME.
Reasons for Reverse Stock Split
The Reverse Stock Split has been recommended by the Board to make the Company
more attractive to potential sellers of businesses to be acquired by the
Company. As noted above, the Company does not currently have any operations and
its principal activity has been to seek business opportunities. As the Company
has no substantial assets, the Board anticipates that it will have to issue
shares of Common Stock in order to acquire a business. The Board believes that
the Company will have to issue fewer shares of New Common Stock to the sellers
of such business and therefore the total number of issued and outstanding shares
of New Common Stock after any such acquisition would be reduced to a level more
readily acceptable to such sellers. In addition, although the Common Stock is
admitted for trading on the OTC Electronic Bulletin Board, there has been no
recent active market for the Common Stock. The Board believes that the decrease
in the number of shares of Common Stock outstanding as a consequence of the
Reverse Stock Split may stimulate interest in the New Common Stock and a market
for such shares may develop, although there can be no assurance that any such
market will develop. The Company does not have any pending acquisitions and
there can be no assurance that a suitable business opportunity will be effected
even if the Reverse Stock Split is effected.
Principal Effects of The Reverse Stock Split
Upon filing of the Charter Amendment with the Secretary of State of Nevada:
1. The Reverse Stock Split will result in each 400 presently issued and
outstanding shares of Common Stock being automatically converted into
one share of New Common Stock. No further action on the part of any
shareholder will be necessary to effect this conversion. Stock
certificates representing the Common Stock will automatically be deemed
to represent the appropriate number of shares of New Common Stock.
2. As a result of the Reverse Stock Split, an active market may develop
for the New Common Stock on the OTC Electronic Bulletin Board and the
price per share may increase to reflect the reduced number of shares of
New Common Stock issued and outstanding. THERE CAN BE NO ASSURANCE THAT
AN ACTIVE PUBLIC TRADING MARKET MAY DEVELOP OR THAT THE PRICE PER SHARE
MAY INCREASE OR THAT ANY SUCH MARKET OR INCREASE WILL REMAIN FOLLOWING
THE EFFECTIVENESS OF THE REVERSE STOCK SPLIT.
3. The Reverse Stock Split will not have any effect on the par value of
each share of Common Stock which will remain at $0.001 per share.
4. Any shareholder who owns other than even increments of 400 shares of
Common Stock after the Reverse Split (an "Odd Lot") may incur increased
transaction costs, such as brokerage fees, in connection with the sale
of such Odd Lot.
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5. The New Common Stock issued pursuant to the Reverse Stock Split will
be fully paid and non-assessable. The voting rights and other rights
that accompany the Common Stock will not be altered by the Charter
Amendment. The Reverse Stock Split will not affect any shareholder's
proportionate equity ownership of the Company. However, the reduction
in the number of outstanding shares caused by the Reverse Stock Split
will increase proportionately the Company's reported earnings or loss
per share and book value per share.
Exchange of Stock Certificates
As soon as practicable after the Effective Date, shareholders of record on the
Effective Date will be furnished with the necessary materials and instructions
for the surrender and exchange of their certificates representing shares of
existing Common Stock. One share of New Common Stock will be issued in exchange
for 400 presently issued and outstanding shares of Common Stock. Beginning on
the Effective Date, each certificate representing shares of the Common Stock,
will be deemed for all corporate purposes to evidence ownership of shares of New
Common Stock. Accordingly, shareholders may, but need not, surrender and
exchange their certificates representing shares of existing Common Stock.
SHAREHOLDERS SHOULD NOT SUBMIT ANY STOCK CERTIFICATES TO THE COMPANY OR THE
COMPANY'S TRANSFER AGENT UNTIL REQUESTED TO DO SO. No service charge will be
payable by shareholders in connection with the exchange of certificates as all
costs will be borne by the Company.
No Fractional Shares; No Reduction to Zero
No fractional certificates will be issued in connection with the Reverse Stock
Split. On the Effective Date, shareholders who would be entitled to receive
fractional shares because they hold a number of shares not evenly divisible by
400, will be entitled, in lieu thereof, to receive such number of shares as
rounded up to the nearest whole share. Any shareholder who holds less than one
thousand shares will be entitled to receive one share.
Dissenters' Rights
Under the provisions of the applicable Nevada General Corporation Law,
shareholders are not provided with dissenters' rights or rights of appraisal in
connection with a reverse stock split of any class.
Federal Income Tax Consequences
A summary of the federal income tax consequences of the Reverse Stock Split is
set forth below. The following discussion is based upon present federal tax laws
and does not purport to be a complete discussion of the consequences of the
Reverse Stock Split. This discussion is for general information only and does
not discuss consequences which may apply to special classes of taxpayers (e.g.,
non-resident aliens, broker-dealers, or insurance companies). Accordingly,
shareholders are advised to consult their own tax advisors for more
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detailed information regarding the effects of the Reverse Stock Split on their
own individual tax status. The Reverse Stock Split will be treated as a tax-free
recapitalization of the Company and as a tax-free exchange to its shareholders
to the extent that shares of presently issued and outstanding Common Stock are
exchanged for shares of New Common Stock. The shares of New Common Stock issued
to each shareholder will have an aggregate basis for computing gain or loss
equal to the aggregate basis of shares of Common Stock held by such shareholder
immediately prior to the Reverse Stock Split. A shareholder's holding period for
shares of New Common Stock will include the holding period for shares of Common
Stock exchanged therefore, provided that the shares of Common Stock were capital
assets held by such shareholder.
APPROVAL OF AMENDMENT OF THE COMPANY'S 2001
EMPLOYEE STOCK COMPENSATION PLAN
Amendment to the 2001 Employee Stock Compensation Plan
The Board and shareholders holding the necessary number of votes have approved
an amendment (the "Plan Amendment") of the Company's 2001 Employee Stock
Compensation Plan (the "Plan") to Section 5 thereof entitled "Stock Subject to
the Plan" to increase the total number of shares that may be awarded under the
Plan to 5,010,000, provided that no award may be issued under the Plan that
would bring the total of all outstanding awards under the Plan to more than 20%
of the total number of shares of Common Stock of the Company at the time
outstanding. It is the intention of the Company that the effective date of the
Plan Amendment be later than the effective date of the Reverse Stock Split (see
"APPROVAL OF AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO (A) CHANGE
THE NAME OF THE COMPANY AND (B) EFFECT A ONE FOR FOUR HUNDRED REVERSE STOCK
SPLIT," above.). Currently, the Plan provides that the total number of shares
that may be awarded under the Plan is 5,000,000, of which 4,000,000 shares have
been awarded. In accordance with the terms of the Plan and absent the Plan
Amendment, the shares remaining eligible for award under the Plan would be
reduced from 1,000,000 to 2,500 upon the effectiveness of the Reverse Stock
Split. As a result of the Plan Amendment, upon the effective date of the Plan
Amendment (which shall follow the effective date of the Reverse Stock Split),
the total number of shares remaining eligible for award under the Plan will be
5,000,000 subject to the 20% limitation.
As amended, Section 5 of the Plan shall read in its entirety as follows:
"Section 5. Stock Subject to Plan.
The maximum number of Plan shares which may be awarded under
this Plan is 5,010,000 shares. However, no award may be issued that
would bring the total of all outstanding awards under the Plan to more
than 20% of the total number of shares of Common Stock of the Company
at the time outstanding."
A copy of the Plan, including the Plan Amendment, is attached hereto as Exhibit
B.
Purpose and Effect of Plan Amendment
The purpose of the Plan Amendment is to ensure that there are sufficient shares
available for award under the Plan following the Reverse Stock Split. As noted
above, absent the Plan Amendment there would be only 2,500 available for award
under the Plan following the Reverse Stock Split. The Plan is intended to
further the growth and advance the best interests of the Company by supporting
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and increasing the Company's ability to attract, retain and compensate persons
of experience and ability whose services are considered valuable, to encourage a
sense of proprietorship in such persons, and to stimulate the active interest of
such persons in the development and success of the Company. The Plan provides
for stock compensation through the award of the Company's Common Stock.
Unless and until awards of New Common Stock are made, the Plan amendment will
not affect any given shareholder's proportionate equity interest in the Company.
There are currently no arrangements, agreements or understandings for the
granting of any awards under the Plan.
By Order of the Board of Directors
/s/ ANDREW J. KACIC
----------------------------
Andrew J. Kacic,
Chairman of the Board
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Exhibit A
SUTTON TRADING SOLUTIONS, INC.
(F/K/A IKON VENTURES, INC.)
2001 EMPLOYEE STOCK COMPENSATION PLAN
1. Purpose of the Plan.
This 2001 Employee Stock Compensation Plan ("Plan") is intended to
further the growth and advance the best interests of SUTTON TRADING SOLUTIONS,
INC. (F/K/A IKON VENTURES, INC.), a Nevada corporation (the "Company"), and
Affiliated Corporations, by supporting and increasing the Company's ability to
attract, retain and compensate persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company and Affiliate Corporations. This Plan
provides for stock compensation through the award of the Company's Common Stock.
2. Definitions.
Whenever used in this Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth in
this section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary of the
Company.
c. "Award" or "grant" means any grant or sale of Common Stock
made under this Plan.
d. "Board of Directors" means the Board of Directors of the
Company. The term "Committee" is defined in Section 4 of this
Plan.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.001 par value per share, of the Company, or in the event
that the outstanding Common Shares are hereafter changed into
or exchanged for different shares or securities of the
Company, such other shares or securities.
g. "Date of Grant" means the day the Committee authorizes the
grant of Common Stock or such later date as may be specified
by the Committee as the date a particular award will become
effective.
h. "Employee" means and includes the following persons: (i)
executive officers, officers and directors (including advisory
and other special directors) of the Company or an Affiliated
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Corporation; (ii) full-time and part-time employees of the
Company or an Affiliated Corporation; (iii) natural persons
engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or
professional firm engaged by the Company or an Affiliated
Corporation.
i. "Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of
another corporation qualifying as a Parent within this
definition.
j. "Participant" means an Employee to whom an Award of Plan
Shares has been made.
k. "Plan Shares" means shares of Common Stock from time to time
subject to this Plan.
l. "Subsidiary" means a corporation more than 50% of whose total
combined capital stock of all classes is held by the Company
or by another corporation qualifying as a Subsidiary within
this definition.
3. Effective Date of the Plan.
The effective date of this Plan is February 24, 2001. No Plan Shares
may be issued after February 23, 2011.
4. Administration of the Plan.
The Compensation Committee of the Board of Directors ("Committee"), and
in default of the appointment or continued existence of such Committee the Board
of Directors, will be responsible for the administration of this Plan, and will
have sole power to award Common Shares under this Plan. Subject to the express
provisions of this Plan, the Committee shall have full authority and sole and
absolute discretion to interpret this Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other determinations which
it believes to be necessary or advisable in administering this Plan. The
determination of those eligible to receive an award of Plan Shares shall rest in
the sole discretion of the Committee, subject to the provisions of this Plan.
Awards of Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in recognition of
past service or performance or may be sold to an Employee as herein provided.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action taken, by the
Committee arising out of or in connection with the interpretation and
administration of this Plan shall be final and conclusive.
5. Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under this Plan
is 5,010,000 shares. However, no award may be issued that would bring the total
of all outstanding Plan Shares under the Plan to more than 20% of the total
number of shares of Common Stock of the Company at the time outstanding.
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6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
7. Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other form
of payment constituting lawful consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the fair
value thereof on the date of grant. No grant will be made if, in the judgment of
the Committee, such a grant would constitute a public distribution with the
meaning of the Act or the rules and regulations promulgated thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan Shares,
the Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of registration under
the Act, any person awarded Plan Shares may be required to execute and deliver
to the Company an investment letter, satisfactory in form and substance to the
Company, prior to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after registration
under the Act.
9. Assignability.
An award of Plan Shares may not be assigned. Plan Shares themselves may
be assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time of
award.
10. Employment Not Conferred.
Nothing in this Plan or in the award of Plan Shares shall confer upon
any Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any Affiliated Corporation to discharge any Employee at any
time for any reason whatsoever, with or without cause.
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11. Laws and Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated
Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such payment, the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or Affiliated Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the granting of Plan
Shares, and the Employee fails to provide the Company or Affiliated Corporation
with the funds with which to pay that withholding tax, the Company or Affiliated
Corporation may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted withholding),
until the Company or Affiliated Corporation has been reimbursed for the entire
withholding tax it was required to pay in respect of the award of Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued shares of Common
Stock reacquired or held by the Company or an Affiliated Corporation equal to
the maximum number of shares the Company may be required to issue as stated in
"Stock Subject to the Plan," and such number of Common Shares hereby is reserved
for such purpose. The Committee may decrease the number of shares subject to
this Plan, but only the Board of Directors my increase such number, except as a
consequence of a stock split or other reorganization or recapitalization
affecting all Common Shares.
14. Amendment and Termination of the Plan.
The Committee may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in "Effective Date of the
Plan" or the date when all Plan Shares have been issued. The Committee shall
have absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan, to increase the number of Plan Shares subject to
award under this Plan or to amend the definition of "Employee".
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15. Delivery of Plan.
A copy or synopsis (for which copy the prospectus will serve) or
description of this Plan shall be delivered to every person to whom an award of
Plan Shares is made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the Committee
authorizing the award.
16. Liability.
No member of the Board of Directors, the Committee or any other
committee of directors, or officers, employees or agents of the Company or any
Affiliated Corporation shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
17. Miscellaneous Provisions.
The place of administration of this Plan shall be in the State of
Colorado (or subsequently, wherever the Company's principal executive offices
are located), and the validity, construction, interpretation and effect of this
Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Colorado. Without
amending this Plan, the Committee may issue Plan Shares to employees of the
Company who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in this Plan
but consistent with the purpose of this Plan, as it deems necessary and
desirable to create equitable opportunities given differences in tax laws in
other countries. All expenses of administering this Plan and issuing Plan Shares
shall be borne by the Company.
18. Reorganizations and Recapitalizations or the Company.
(a) The shares of Common Stock subject to this Plan are shares of
the Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other increase or
reduction of the number of shares of the Common Stock outstanding without
receiving compensation therefor in money, services or property, then the number
of shares of Common Stock subject to this Plan shall (i) in the event of an
increase in the number of outstanding shares, be proportionately increased; and
(ii) in the event of a reduction in the number of outstanding shares, be
proportionately reduced.
(b) Except as expressly provided above, the Company's issuance of
shares of Common Stock of any class, or securities convertible into shares of
Common Stock of any class, for cash or property, or for labor or services,
either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of Common Stock or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to this Plan.
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Exhibit B
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (AFTER
ISSUANCE OF STOCK)
SUTTON TRADING SOLUTIONS, INC.
We, the undersigned, Andrew J. Kacic, Chairman, and John W. Shaffer,
Secretary of Sutton Trading Solutions, Inc. do hereby certify:
That the Board of Directors of said corporation by Unanimous Written
Consent of the Board of Directors dated as of February 27, 2003 adopted
resolutions to amend the original articles as follows:
Article I is hereby amended to read in its entirety as follows:
Article I. The name of the corporation is Global diversified
Acquisition Corp. (hereinafter called the "Corporation").
Article IV is hereby amended to read in its entirety as follows:
Article IV. The Corporation shall have authority to issue an
aggregate of One Hundred Million (100,000,000) shares of common voting equity
stock of par value one mil ($0.001) per share, and no other class or classes of
stock, for a total capitalization of $100,000. The Corporation's capital stock
may be sold from time to time for such consideration as may be fixed by the
Board of Directors, provided that no consideration so fixed shall be less than
par value. Each 100 shares of Common Stock outstanding at 9:00 a.m. on February
13, 2001 shall be deemed to be one share of Common Stock of the Corporation, par
value one mil ($0.001) per share. Each 400 shares of Common Stock outstanding at
9:00 a.m. on March __, 2003 shall be deemed to be one share of Common Stock of
the Corporation, par value one mil ($0.001) per share."
The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 47,579,520; that the
said change and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ ANDREW J. KACIC
----------------------------------------
Andrew J. Kacic, Chief Executive Officer
/s/ JOHN W. SHAFFER
----------------------------------------
John W. Shaffer, Secretary
STATE OF ARIZONA )
) SS.
COUNTY OF )
On March ___, 2003, personally appeared before me, a Notary Public,
Andrew J. Kacic and John W. Shaffer, who acknowledged that they executed the
above instrument.
---------------------------------------
Signature of Notary
(Notary Stamp or Seal)
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