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)