UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) SEPTEMBER 1, 2004
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MAILKEY CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
000-29331 76-0270295
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(Commission File Number) (IRS Employer Identification No.)
130 SHAFTESBURY AVENUE
LONDON, ENGLAND W1D 5EU
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(Address of Principal Executive Offices) (Zip Code)
011-44-2070-310821
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement.
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On September 1, 2004, MailKey Corporation (the "Company") entered into
an agreement to acquire 100% of the issued share capital of MilsonGray Limited,
a private limited company incorporated in England and Wales ("MilsonGray"),
pursuant to an Agreement (the "Agreement"), by and among the Company, Chris
Millar, Paul Panter and Ian Russell, the owners of all of the issued share
capital of MilsonGray (collectively, the "Shareholders"). Under the terms of the
Agreement, the Company will pay the Shareholders aggregate consideration
consisting of approximately $130,000 and 400,000 shares of the Company's common
stock, $0.001 par value per share (the "Common Stock").
The completion of the acquisition is subject to customary closing
conditions, as well as the following: (i) the Shareholders must obtain an
extension of the License (as defined below) of no less than 5 years and on terms
otherwise satisfactory to the Company, (ii) the Shareholders must obtain the
discharge of that certain debenture dated November 27, 2003 registered in favor
of The Governor and Company of the Bank of Scotland, (iii) the Company must
supply sufficient funds to clear items (i) and (ii), and (iv) each of Mr. Millar
and Mr. Panter must enter into a service agreement with the Company. The terms
of the service agreements have not yet been finalized, however the Company is
currently negotiating the terms of the service agreements with each of Mr.
Millar and Mr. Panter. If the foregoing conditions are not satisfied by October
1, 2004 or such later date as the Company shall determine, the Agreement will
terminate and the Company shall not have any further rights or obligations under
the Agreement.
MilsonGray provides customers with security and software services and
products. Based in Bedfordshire, England, MilsonGray was founded in 2002, and
has developed a strategic relationship with Chicago based Security Software
Systems Inc. ("SSSi"). MilsonGray has an exclusive distribution license (the
"License") with SSSi in Europe for Policy Central Professional(TM), a policy and
employee management software solution. MilsonGray also provides Parent
Interactive(TM)software, a protection solution designed to assist with child
protection and parental help. In addition to Policy Central Professional(TM) and
Parent Interactive(TM), MilsonGray is a distributor of the BioSlimDisk, a
fingerprint-protected secure USB flash storage device that is entirely self
contained.
The amount of consideration to be paid by the Company upon the closing
of the acquisition was determined in arm's length negotiations among the parties
thereto. Prior to entering into the Agreement, there were no material
relationships between or among the Company or any of its affiliates, officers or
directors, or associates of any such officers or directors, on the one hand, and
the Shareholders or their respective affiliates, on the other.
The foregoing description of the transaction does not purport to be
complete and is qualified in its entirety by the terms of the Agreement filed as
Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference
herein.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
2.1 Agreement, dated September 1, 2004, by and among MailKey
Corporation, Chris Millar, Paul Panter and Ian Russell.
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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.
MAILKEY CORPORATION
Date: September 8, 2004 By: /s/ Graham Norton-Standen
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Graham Norton-Standen
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement, dated September 1, 2004, by and among MailKey
Corporation, Chris Millar, Paul Panter and Ian Russell.