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) OCTOBER 19, 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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
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 would have had to 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 was subject to customary closing
conditions, as well as the following: (i) the Shareholders had to 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 had to 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 had to
supply sufficient funds to clear items (i) and (ii), and (iv) each of Mr. Millar
and Mr. Panter had to enter into a service agreement with the Company. If the
foregoing conditions were not satisfied by October 1, 2004 or such later date as
the Company determined, the Agreement would terminate and the Company would not
have any further rights or obligations under the Agreement.
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.
On October 19, 2004, the Agreement was terminated upon the mutual agreement
of the Company and the Shareholders. No termination penalties were incurred by
the Company in connection with the termination of the Agreement.
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.
(c) Exhibits.
2.1 Agreement, dated September 1, 2004, by and among MailKey
Corporation, Chris Millar, Paul Panter and Ian Russell
(incorporated by reference to Exhibit 2.1 of the Company's
Current Report on Form 8-K filed with the SEC on September 8,
2004)
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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: October 25, 2004 By: /s/ Tim Dean-Smith
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Tim Dean-Smith
Chief Executive Officer
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