Registration Statement No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MAILKEY CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 76-0270295
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(State of other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
17194 Preston Rd Suite 102, PO BOX 341, Dallas, TX 75248
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(Address, including zip code, of registrant's principal
executive offices)
2001 EMPLOYEE STOCK COMPENSATION PLAN
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(Full Title of the Plan)
Todd Van Siclen
The Otto Law Group, PLLC
900 Fourth Avenue, Suite 3140
Seattle, WA 98164
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(Name and address of agent for service)
(206) 262-9545
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(Telephone number, including area code, of agent for service)
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If any of the Securities being registered on this Form S-8 are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. X
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CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed
Securities to Amount to be Offering Price Aggregate Maximum
be Registered Registered(2)(3) Per Share(1) Offering Price(1) Amount of Fee(1)
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Common Stock, 9,990,000 $.045 $449,550 $52.91
$0.001 par value
(1) Estimated solely for the purposes of determining the registration fee
pursuant to Rule 457. On February 4, 2005, the fair market value of the
Company's common stock, determined from its closing price on the
Over-the-Counter Bulletin Board was $.045 per share. On this basis, the
maximum aggregate offering price for the shares being registered
hereunder is $449,550 and this is the basis for computing the filing fee
in accordance with Rule 457(h) and at a rate of the aggregate offering
price multiplied by .0001177.
(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), as amended on September 24, 2003 (File No. 333-109067).
The 2001 Employee Stock Compensation Plan, as amended, authorizes a
total of 15,000,000 shares, 5,010,000 of which were previously
registered on March 16, 2001 (File No. 333-57184) and September 24, 2003
(File No. 333-109067).
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
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INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective. The Registrant hereby registers an
additional 9,990,000 shares of the Registrant's Common Stock reserved for
issuance under the 2001 Employee Stock Compensation Plan, as amended (the
"Plan"), thereby increasing the total shares awardable under the Plan to
15,000,000. 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 Mailkey Corporation,
f/k/a Global Diversified Acquisition Corp., which was f/k/a Sutton Trading
Solutions, Inc.), which registered an aggregate of 12,500 shares (adjusted to
reflect the April 24, 2003 reverse stock split), and the registration statement
(File No. 333-109067) filed on September 24, 2003 (by Global Diversified
Acquisition Corp., n/k/a Mailkey Corporation), in which an additional 4,997,500
shares were registered under the Plan (increasing the total to 5,010,000
shares). Following the registration of the additional 9,990,000 shares under
this Registration Statement, a total of 15,000,000 shares of the Registrant's
Common Stock will be registered under the Plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference in
this registration statement: (i) Registrant's Annual Report on Form 10-KSB, as
amended, for the fiscal year ended March 31, 2004, (ii) Registrant's Quarterly
Report on Form 10-QSB and Form 10-QSB, as amended, for the quarter ended
December 31, 2003, June 30, 2004, September 30, 2004, (iii) Registrant's Report
on Forms 8-K and Form 8-K, as amended, filed June 8, 2004, July 13, 2004,
September 8, 2004, October 16, 2001, October 25, 2004, November 10, 2004,
November 12, 2004, January 6, 2004, January 25, 2004, and February 4, 2004. All
documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of the filing of such documents.
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 this Registration Statement 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 Dallas, State of Texas,
on February 7, 2004.
MAILKEY CORPORATION
By: /s/ Ivan Zweig
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Ivan Zweig
Chief Executive Officer
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 February 7, 2005.
/s/ Ivan Zweig Chief Executive Officer February 7, 2005
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Andrew J. Kacic
/s/ Tim Dean-Smith Director February 7, 2005
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Tim Dean-Smith
EXHIBIT INDEX
Exhibit Number Description
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4.1 2001 Employee Stock Compensation Plan, as amended (1)
4.2 Amendment No. 2 to 2001 Employee Stock Compensation Plan
5.1 Opinion of The Otto Law Group, PLLC
23.1 Consent of The Otto Law Group, PLLC (included in Exhibit 5.1)
23.2 Consent of Independent Auditor
(1) Incorporated by reference to the Form S-8 filed on March 16, 2001 (File
No. 333-57184), as amended by the Form S-8 filed on September 24, 2003
(File No. 333-109067).