8-K

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 report (Date of earliest event reported): November 2, 2001

IBS INTERACTIVE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-24073	13-3817344
(State or Other Jurisdiction)	(Commission File Number)	(IRS Employer Identification No.)

400 North Ashley Drive, Suite 2600, Tampa, FL 33602

(Address of Principal Executive Offices)    (Zip Code)

Registrant’s telephone number, including area code: (813) 221-0024

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 5.   Annual Meeting of the Shareholders

     On October 30, 2001, the Registrant held its annual meeting of shareholders. At that meeting, the following actions were approved by vote of the shareholders:

1.	Election of Nicholas R. Loglisci, Jr., Roy E. Crippen, III, Bruce E. Fike, Ahmad Al-Khaled and O.G. Greene as directors of the Registrant;
2.	Approval of a resolution to amend the Registrant’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock; and
3.	Approval of a resolution to amend the Registrant’s Restated Certificate of Incorporation to change the name of the Registrant to Digital Fusion, Inc.

Exhibit Number		Description of Exhibit
	3.1	Restated Certificate of Incorporation
	99.1	Press Release

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.

IBS INTERACTIVE, INC. (Registrant)
By:	/s/  Karen L. Surplus
	Karen L. Surplus, Chief Financial Officer, Treasurer and Asst. Secretary
Date:	November 7, 2001

EX-3.1

                                                                     Exhibit 3.1

                                                                  FILE # 2484770
                                                                     NOV 2, 2001
                                                                in the office of
                                                       Dr. Harriet Smith Windsor
                                                     Delaware Secretary of State

                              AMENDMENT TO RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              IBS INTERACTIVE, INC.

         IBS INTERACTIVE, INC., a Delaware corporation (the "Corporation"),
acting through the undersigned, Roy E. Crippen, III, President and Chief
Executive Officer of the Corporation, hereby certifies as follows:

         I.       Pursuant to the provisions of Section 242 of the General
Corporation Law of the State of Delaware, the stockholders of the Corporation
have duly adopted the following Amendment to Restated Certificate of
Incorporation by the affirmative vote of the holders of a majority of the
outstanding common stock entitled to vote thereon at a meeting of the holders of
common stock.

         II.      The Restated Certificate of Incorporation of the Corporation
is hereby amended by deleting the present form of the Articles entitled First
and Fourth in their entirety and by substituting, in lieu thereof, the
following:

         "FIRST: The name of the corporation is Digital Fusion, Inc. (the
"Corporation").

         FOURTH: The Corporation shall have the authority to issue two (2)
classes of capital stock, to be designated respectively "Preferred Stock" and
"Common Stock." The total number of shares of capital stock that the Corporation
shall have the authority to issue is Seventeen Million (17,000,000). The total
number of shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), that the Corporation shall have authority to issue is One Million
(1,000,000). The total number of shares of Common Stock, par value $.01 per
share (the "Common Stock"), that the Corporation shall have authority to issue
is Sixteen Million (16,000,000).

         The Preferred Stock shall consist of One Million (1,000,000) shares.
The following is a statement fixing certain of the designations and the powers,
voting rights, preferences and relative, participating, optional and other
rights of the Preferred Stock, and the qualifications, limitations or
restrictions thereof, and of the authority with respect thereto expressly
granted to the Board of Directors of the Corporation to fix any such provisions
not fixed by this Amended and Restated Certificate of Incorporation.




a.       PREFERRED STOCK

         The Board of Directors is hereby expressly vested with the authority to
adopt a resolution or resolutions providing for the issue of authorized but
unissued shares of Preferred Stock, which shares may be issued from time to
time, in one or more series and in such amounts as may be determined by the
Board of Directors in such resolution or resolutions. The powers, voting rights,
designations, preferences and relative, participating, optional or other special
rights, if any, of each series of Preferred Stock and the qualifications,
limitations or restrictions, if any, of such preferences and/or rights
(collectively, the "Series Terms"), shall be such as are stated and expressed in
the resolution or resolutions providing for the issue of such series of
Preferred Stock (the "Series Term Resolution") adopted by the Board of
Directors. The powers of the Board of Directors with respect to the Series Terms
of a particular series (any of which powers may by resolution of the Board of
Directors be specifically delegated to one or more of its committees, except as
prohibited by the Delaware Corporation law) shall include, but not be limited
to, determination of the following:

                  i.       The number of shares constituting that series and the
distinctive designation of that series;

                  ii.      The dividend rate on the shares of that series,
whether such dividends, if any, shall be cumulative, and, if so, the date or
dates from which dividends payable on such shares shall accumulate, and the
relative rights of priority, if any, of payment of dividends on shares of that
series;

                  iii.     Whether that series shall have voting rights, in
addition to any voting rights provided, by law, and, if so, the terms of such
voting rights;

                  iv.      Whether that series shall have conversion privileges
with respect to shares of any other class or classes of stock or of any other
series of any class of stock, and, if so, the terms and conditions of such
conversion upon the occurrence of such events as the Board of Directors shall
determine;

                  v.       Whether the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the relative rights of priority of the shares of such series, if any, of
redemption, the date or dates upon or after which the shares of such series
shall be redeemable, provisions regarding redemption notices, and the amount per
share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                  vi.      Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

                  vii.     The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series;




                  viii.    The conditions or restrictions upon the creation of
indebtedness of the Corporation or upon the issuance of additional Preferred
Stock or other capital stock ranking on a parity therewith, or prior thereto,
with respect to dividends or distribution of assets upon liquidation;

                  ix.      The conditions or restrictions with respect to the
issuance of, payment of dividends upon, or the making of other distributions to,
or the acquisition or redemption of, shares ranking junior to the Preferred
Stock or to any series thereof with respect to dividends or distribution of
assets upon liquidation; and

                  x.       Any other designation, preference, power and right
and any qualification, limitation or restriction thereon as may be fixed by
resolution or resolutions of the Board of Directors or by the Delaware
Corporation Law.

         Any of the Series Terms, including voting rights, of any series may be
made dependent upon facts ascertainable outside this Restated Certificate and
the Series Terms Resolution, provided that the manner in which such facts shall
operate upon such Series Terms is clearly and expressly set forth in this
Restated Certificate or in the Series Terms Resolution.

b.       COMMON STOCK

         The Common Stock shall consist of Sixteen Million (16,000,000) shares.
The powers, preferences and rights, and the qualifications, limitations and
restrictions of the Common Stock are as follows:

                  (1)      Voting. A holder of shares of Common Stock shall be
entitled to one (1) vote for each share held. Each share of Common Stock is
vested with all of the same rights and powers in all respects, including,
without limitation, dividend and liquidation rights. Whenever the Corporation
shall issue more than one class of stock, no outstanding share of any class of
stock which is denied voting power under the provisions of such amended
certificate shall entitle the holder thereof to the right to vote at any meeting
of stockholders except as the provisions of Section 242(b)(2) of the Delaware
Corporation Law shall otherwise require, provided, that no share of such class
which is otherwise denied voting power shall entitle the holder thereof to vote
upon the increase or decrease in the number of authorized shares of said class.

                  (2)      Dividends. When and as dividends are declared
thereon, whether payable in cash, property or securities of the Corporation,
holders of Common Stock will be entitled to share in such dividends ratably
according to the number of shares of Common Stock held by such holder, subject
to the rights of the holders of shares of any series of Preferred Stock set
forth in any Series Terms Resolution.

                  (3)      Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
after payment or provision for the


                                      -6-



payment of the debts and other liabilities of the Corporation and the payment or
setting aside for payment of any preferential amount due to the holders of
shares of any series of Preferred Stock, the holders of Common Stock shall be
entitled to share, ratably according to the number of shares of Common Stock
held by such holders, in the remaining assets of the Corporation available for
distribution to its stockholders, subject to the rights of the holders of any
shares of any class of stock or series ranking on parity with the Common Stock
as to payment or distribution in such event."

         IN WITNESS WHEREOF, IBS INTERACTIVE, INC. has caused this Amendment to
Restated Certificate of Incorporation to be signed by its duly authorized
officer this 1st day of November, 2001.



                                    /s/ ROY E. CRIPPEN, III
                                    --------------------------------------------
                                    Roy E. Crippen, III,
                                    President and Chief Executive Officer


                                       -7-

EX-99.1

                                                                    EXHIBIT 99.1

    SHAREHOLDERS APPROVE IBS INTERACTIVE NAME CHANGE TO DIGITAL FUSION, INC.

TAMPA, FL. -- (BUSINESS WIRE) - November 6, 2001, IBS Interactive, Inc. d/b/a
Digital Fusion (OTCBB: IBSX), an e-business and technology consulting company
that provides flexible solutions to maximize clients' return on their technology
investments, today announced that the Company's shareholders approved the
corporate name change to Digital Fusion, Inc. at the annual meeting of
shareholders held October 30, 2001 in Tampa, Florida. The name change was
previously approved by the Company's Board of Directors and is effective
immediately.

"The name change enables us to create a more accurate perception in the
marketplace of the broad-based e-business and technology consulting services
company we've become," said Roy E. Crippen, III, chief executive officer and
president. "We remain confident that our new corporate identity and strategic
focus will offer exceptional value to shareholders."

In the other formal business conducted at the meeting, shareholders elected
Nicholas R. Loglisci, Jr., Roy E. Crippen, III, O.G. Greene, Bruce E. Fike and
Ahmad AlKhaled as directors to serve until the 2002 annual meeting. In addition,
shareholders approved an amendment to the Restated Certificate of Incorporation
to increase the number of authorized shares of common stock to sixteen million.

ABOUT DIGITAL FUSION

Digital Fusion provides comprehensive information technology solutions, with
more than 10 year's experience designing, developing, and integrating complex
business systems. The Eastern-U.S.-based company provides a range of services in
business application strategy and development, including desktop support and
distance learning. For additional information about Digital Fusion visit
www.digitalfusionweb.com or www.digitalfusion.com.

Forward Looking Statements.   All statements other than statements of historical
fact included in this release are forward-looking statements. When used in this
release, words such as "anticipate," "believe," "estimate," "expect," "intend"
and similar expressions, as they relate to the Company or its management, as
well as assumptions made by and information currently available to the Company's
management, identify forward-looking statements. Actual results could differ
materially from those contemplated by the forward-looking statements as a result
of certain factors including, but not limited to: the effect of business and
economic conditions; the impact of competitive products and pricing; and
capacity and supply constraints or difficulties. Such statements reflect the
current views of the Company with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to the operations,
results of operations, growth strategy and liquidity of the Company.

CONTACT: Digital Fusion, Tampa
Roy E. Crippen, III, 813/221-0024 x 4001
rcrippen@digitalfusion.com
or
Karen L. Surplus, 813/221-0024 x 4004
ksurplus@digitalfusion.com

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