UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of the earliest event reported: MARCH 25, 2004
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GLOBAL DIVERSIFIED ACQUISITION CORP.
(Exact Name of Small Business Company as Specified in Its Charter)
Commission file number: 000-29331
NEVADA 76-0270295
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(State or Other Jurisdiction of (IRS Employer
Incorporation of Organization) Identification Number)
130 SHAFTESBURY AVENUE
LONDON, ENGLAND W1B 5EU
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(Address of Principal Executive Offices)
011-44-2070-310821
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(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 25, 2004 (the "Effective Time"), pursuant to that certain
Agreement and Plan of Merger, dated February 20, 2004, by and among Global
Diversified Acquisition Corp., a Nevada corporation (the "Company"), G.D.
Acquisition Corp., a Delaware corporation ("Merger Sub"), MK Secure Solutions
Limited, a British Virgin Islands private limited company ("MailKey"), and
Westvale Consultants Limited, a principal shareholder of MailKey (the
"Shareholder"), as amended by that certain First Amendment to Agreement and Plan
of Merger, dated March 23, 2004, by and among the Company, Merger Sub, MailKey
and the Shareholder (collectively, the "Merger Agreement"), Merger Sub was
merged with and into MailKey, with MailKey remaining as the surviving entity and
becoming a wholly-owned subsidiary of the Company (the "Merger").
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Company: (i) issued 26,246,000 shares of its common stock, no par value per
share ("Common Stock"), to the holders of MailKey's capital stock (the "MailKey
Shareholders"), representing approximately ninety-four percent (94%) of the then
issued and outstanding shares of Common Stock, (ii) received a letter of
resignation from Andrew J. Kacic as a member of its board of directors, which
resignation became effective at 12:00 noon eastern standard time on March 26,
2004, (iii) appointed Graham Norton-Standen and Tim Dean-Smith to serve as
directors of the Company, which appointments became effective at the Effective
Time, and (iv) received letters of resignation from John W. Shaffer and Raymond
J. Bills, constituting all of the remaining members of the Company's board of
directors as it existed immediately prior to the Effective Time, such
resignations to become effective on such date and at such time as Messrs.
Norton-Standen and Dean-Smith may decide at their sole discretion.
As a result of (i) the MailKey Shareholders' acquisition of 26,246,000
shares of Common Stock, (ii) the resignation of Andrew J. Kacic as a director of
the Company, (iii) the appointment of Graham Norton-Standen and Tim Dean-Smith
as directors of the Company, and (iv) the Company's receipt of letters of
resignation from John W. Shaffer and Raymond J. Bills, the Merger may be deemed
to have involved a change in control of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
At the Effective Time, the Merger was consummated pursuant to the terms of
the Merger Agreement.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Company issued 26,246,000 shares of Common Stock to the MailKey Shareholders.
Each outstanding share of MailKey capital stock was converted into the right to
receive 100 shares of Common Stock.
The amount of the consideration paid in connection with the Merger was
determined in arm's-length negotiations between the Company, Merger Sub, MailKey
and the Shareholder, and the terms of the Merger were approved by the board of
directors of the Company and the board of directors and shareholders of Merger
Sub and MailKey.
All shares of Common Stock issued at the closing of the Merger are
"restricted securities" as that term is defined in Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be resold except
pursuant to registration under the Securities Act and
registration or qualification under applicable state securities laws, or an
available exemption therefrom.
MailKey, with offices in the United States, Europe and Asia, is a messaging
security company that provides a suite of applications and technologies to
manage and control messages and limit the dangers posed by the rapid growth of
electronic communication. MailKey protects companies from intrusive or dangerous
messages, whether they be e-mail, short messaging service (SMS) or multimedia
messaging service (MMS) messages, and helps protects businesses from the most
important threats inherent in electronic communication - spam, viruses, identity
theft, mail abuse and lapses in enforcing company security policy. Unlike
existing solutions which are, for the most part, reactive attempts to manage
external threats, MailKey's applications analyze and apply rules to all incoming
and outgoing messages on a company's network. In so doing, MailKey's technology
is designed to put control back into the hands of a company's information
technology department. MailKey is addressing a number of markets, including
internet service providers, operators of corporate networks and cellular network
operators.
The foregoing description of the Merger does not purport to be complete and
is qualified in its entirety by the terms of the Agreement and Plan of Merger
and First Amendment to Agreement and Plan of Merger filed as Exhibits 2.1 and
2.2, respectively, to this Current Report on Form 8-K and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by amendment
to this Current Report on Form 8-K not later than 60 days after the date that
this report is required to be filed with the Securities and Exchange Commission
("SEC").
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be filed by
amendment to this Current Report on Form 8-K not later than 60 days after the
date that this report is required to be filed with the SEC.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated February 20, 2004, by and among
Global Diversified Acquisition Corp., G.D. Acquisition Corp., MK
Secure Solutions Limited and Westvale Consulting Limited.
2.2 First Amendment to Agreement and Plan of Merger, dated March 23, 2004,
by and among Global Diversified Acquisition Corp., G.D. Acquisition
Corp., MK Secure Solutions Limited and Westvale Consulting Limited.
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 hereunto duly authorized.
GLOBAL DIVERSIFIED ACQUISITION CORP.
Dated: March 8, 2004 /s/ Graham Norton-Standen
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Graham Norton-Standen
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Merger, dated February 20, 2004, by
and among Global Diversified Acquisition Corp., G.D.
Acquisition Corp., MK Secure Solutions Limited and Westvale
Consulting Limited.
2.2 First Amendment to Agreement and Plan of Merger, dated March
23, 2004, by and among Global Diversified Acquisition Corp.,
G.D. Acquisition Corp., MK Secure Solutions Limited and
Westvale Consulting Limited.