================================================================================
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).