-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GGIcukhwaneOa9K9CiuqGf+hEazkLkUWBIxhgCfuADrky6EIVv/SuUpcjtA4bqOh cU12WuC7u6MaK31gxeDV4A== 0000897069-03-001604.txt : 20031208 0000897069-03-001604.hdr.sgml : 20031208 20031208161917 ACCESSION NUMBER: 0000897069-03-001604 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031208 EFFECTIVENESS DATE: 20031208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIZ TECHNOLOGY CORP CENTRAL INDEX KEY: 0001079893 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 860933890 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-110077 FILM NUMBER: 031042752 BUSINESS ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 BUSINESS PHONE: 6239200 MAIL ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 S-8 POS 1 dkm17.txt AMENDMENT NO. 1 TO FORM S-8 Registration No. 333-110077 As filed with the Securities and Exchange Commission on DECEMBER 8 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------ IBIZ TECHNOLOGY CORP. (Exact name of registrant as specified in its charter) Florida 86-0933890 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2238 West Lone Cactus Drive, Suite 200 Phoenix, Arizona 85021 (Address of principal executive offices) 2003 Stock Incentive Plan (Full title of the plan) Kenneth W. Schilling Copy to: President 2238 West Lone Cactus Drive, Suite 200 Russell T. Alba, Esquire Phoenix, Arizona 85021 Foley & Lardner (253) 284-2000 100 North Tampa Street, Suite 2700 (Name, address and telephone number, Tampa, Florida 33602 including area code, of agent for service) (813) 229-2300 -------------------------- CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities to Amount to be offering price per Aggregate offering Amount of be registered Registered share Price (1) registration fee Common Stock, $.001 par value 450,000,000(2) $.003 $1,350,000.00 $109.22
(1) This calculation is made solely for the purposes of determining the registration fee pursuant to the provisions of Rule 457(c) under the Securities Act of 1933, as amended, and is calculated on the basis of the average of the high and low prices per share of the common stock reported on the OTC Bulletin Board as of December 4, 2003, a date within five business days prior to the filing of this registration statement. (2) These 450,000,000 shares represent additional shares for issuance under the Registrant's 2003 Stock Incentive Plan, originally the subject of the Registrant's Form S-8 registration statement filed on October 30, 2003, bearing SEC File No. 333-110077. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT IBIZ Technology Corp. (the "Registrant") has previously registered 22,000,000 shares of its Common Stock, par value $.001 per share, for issuance under its 2003 Stock Incentive Plan (the "Plan"). The registration of such shares was effected on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 30, 2003, bearing the file number 333-110077 (the "Earlier Registration Statement"). This Registration Statement is being filed to register an additional 450,000,000 securities of the same class as those for which the Earlier Registration Statement is effective. Accordingly, pursuant to General Instruction E of Form S-8, the contents of the Earlier Registration Statement are hereby incorporated herein by reference. PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 8. Exhibits. -------- Exhibit No. Exhibit ---------- ------- (4.1) 2003 Stock Incentive Plan* ----- (5) Opinion of Foley & Lardner --- (23.1) Consent of Farber & Hass, LLP, Certified Public ------ Accountants (23.2) Consent of Moffitt & Company, P.C., Certified Public ------ Accountants (23.3) Consent of Foley & Lardner (contained in Exhibit 5 ------ hereto) (24) Power of Attorney relating to subsequent amendments ---- (included on the signature page to this Registration Statement) * Previously filed. SIGNATURES The Registrant. 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 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 Phoenix, and State of Arizona, on this 5th day of December, 2003. IBIZ Technology Corp. By: /s/ Kenneth W. Schilling ------------------------------------- Kenneth W. Schilling President POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Kenneth M. Schilling his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof.
Signature Title Date /s/ Kenneth W. Schilling President & Acting Principal Financial and - ------------------------------------ Accounting Officer and Director December 5, 2003 Kenneth W. Schilling /s/ Mark H. Perkins Executive Vice President of Operations - ------------------------------------ and Director December 5, 2003 Mark H. Perkins
EXHIBIT INDEX IBIZ TECHNOLOGY CORP. 2003 Stock Incentive Plan Exhibit No. Exhibit ----------- ------- (4.1) 2003 Stock Incentive Plan* ----- (5) Opinion of Foley & Lardner --- (23.1) Consent of Farber & Hass, LLP, Certified Public ------ Accountants (23.2) Consent of Moffitt & Company, P.C., Certified Public ------ Accountants (23.3) Consent of Foley & Lardner (contained in Exhibit 5 ------ hereto) (24) Power of Attorney relating to subsequent amendments ---- (included on the signature page to this Registration Statement) EX-5 3 dkm17a.txt OPINION OF FOLEY & LARDNER EXHIBIT 5 [GRAPHIC OMITTED] FOLEY & LARDNER 100 North Tampa Street, Suite 2700 Tampa, Florida 33602-5810 P.O. Box 3391 Tampa, Florida 33601-3391 813.229.2300 TEL 813.221.4210 FAX www.foleylardner.com WRITER'S DIRECT LINE 813.225.4135 ralba@foleylaw.com Email CLIENT/MATTER NUMBER 999100-0100 December 5, 2003 IBIZ Technology Corp. 2238 West Lone Cactus Drive Suite 200 Phoenix, Arizona 85021 Re: Amendment No. 1 to the Form S-8 Registration Statement Relating to IBIZ Technology Corp. 2003 Stock Incentive Plan Ladies & Gentlemen: We have acted as counsel for IBIZ Technology Corp., a Florida corporation (the "Company"), in connection with the preparation of Amendment No. 1 to the Form S-8 Registration Statement (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the increase in the number of shares authorized under the plan from 22,000,000 to 472,000,000 shares of the Company's Common Stock, $.001 par value per share (the "Common Stock"), which may be issued pursuant to the 2003 Stock Incentive Plan (the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item 601(b)(3) of Regulation S-K. The additional 450,000,000 shares of Common Stock issuable pursuant to the Plan are referred to herein as the "Shares." We have examined and are familiar with the Articles of Incorporation of the Company filed with the Secretary of State of the State of Florida, Bylaws of the Company, proceedings of the Board of Directors of the Company in connection with the adoption of the Plan, and such other records and documents of the Company, certificates of public officials and such other documents as we have deemed appropriate as a basis for the opinions set forth in this opinion letter. Based on the foregoing, it is our opinion that the Shares of common stock covered by the Registration Statement and to be issued pursuant to the Plan, when issued in accordance with the terms and conditions of the Plan, will be duly and validly issued, fully paid and nonassessable. We are licensed to practice law in the State of Florida and express no opinion as to any laws other than those of the State of Florida and the federal laws of the United States of America. This opinion letter is provided to you for your benefit and for the benefit of the Securities and Exchange Commission, in each case, solely with regard to the Registration Statement, may be relied upon by you and the Commission only in connection with the Registration Statement, and may not be relied upon by any other person or for any other purpose without our prior written consent. We hereby consent to the inclusion of this opinion as IBIZ Technology Corp. December 5, 2003 Page 2 Exhibit 5 in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Commission promulgated thereunder. .. FOLEY & LARDNER By: /s/ Russell T. Alba ------------------------------------- Russell T. Alba RTA/mtv EX-23 4 dkm17b.txt EXHIBIT 23.1 - CONSENT OF FARBER & HASS, LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO: IBIZ Technology Corp. We hereby consent to the incorporation by reference in the foregoing Registration Statement on Amendment No. 1 to Form S-8 of our report dated January 17, 2003, relating to the financial statements of IBIZ Technology Corp. appearing in the IBIZ Technology Corp. Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002, and to all references to our firm included in this Registration Statement. /s/ Farber & Hass, LLP FARBER & HASS, LLP December 5, 2003 EX-23 5 dkm17c.txt EXHIBIT 23.2 - CONSENT OF MOFFITT & COMPANY, P.C. EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO: IBIZ Technology Corp. We hereby consent to the incorporation by reference in the foregoing Registration Statement on Amendment No. 1 to Form S-8 of our report dated February 8, 2002, relating to the financial statements of IBIZ Technology Corp. appearing in the IBIZ Technology Corp. Annual Report on Form 10-KSB for the fiscal year ended October 31, 2001, and to all references to our firm included in this Registration Statement. /s/ Stanley M. Moffitt MOFFITT & COMPANY, P.C. December 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----