-----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, BrJMPoDSIOLkPgrUdkp0+8D0tRsB2bkPdFBwxhXbWtf3dfpjqLz5B76i0GcM9L0X uRvndPeGYxP6QeT68INqgg== 0000950153-00-000077.txt : 20000203 0000950153-00-000077.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950153-00-000077 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000127 EFFECTIVENESS DATE: 20000127 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 SEC ACT: SEC FILE NUMBER: 333-95475 FILM NUMBER: 514416 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 1 S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- Commission File Number 027619 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.) 1919 West Lone Cactus Drive, Phoenix, Arizona 85021 - -------------------------------------------- --------- (Address of principal executive offices) (Zip Code) iBIZ TECHNOLOGY CORP. STOCK OPTION PLAN - ------------------------------------------------------------------------------ (Full title of plan) Robert L. Lane COPIES TO: LANE & EHRLICH, LTD Stephen R. Boatwright, Esq. 4001 North Third Street, Suite 400 GAMMAGE & BURNHAM, P.L.C. Phoenix, Arizona 85012-2065 Two North Central Avenue, Suite 1800 - ------------------------------------------- Phoenix, Arizona 85004 (Name and address of agent for service) (602) 256-0566 (602) 264-4442 - ----------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ===================================================================================== PROPOSED MAXIMUM TITLE OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF SECURITIES AMOUNT TO BE OFFERING OFFERING REGISTRATION TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) FEE ===================================================================================== Common Stock, no par value 3,025,000 $1.27 $3,841,750 $1,014.22 =====================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (g) of the Securities Act of 1933, as amended (the "Securities Act"); based on the average ($1.27) of the bid ($1.25) and asked ($1.28) price on the NASD OTC Bulletin Board on January 24, 2000. 2 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Information Incorporated By Reference The following documents and information heretofore filed with the Securities and Exchange Commission are hereby incorporated by reference: (a) The Registrant's Annual Report on Form 10-KSB, File Number 0-27619, filed on January 27, 2000, which contains audited financial statements for the Registrant's latest fiscal year ended October 31, 1999; (b) The description of the Registrant's common stock contained on Form 10-SB dated October 13, 1999, File Number 0-27619 (as amended December 1, 1999, and December 16, 1999). 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, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers The Registrant's Articles of Incorporation, as amended, provide to the fullest extent permitted by Florida law, a director or officer of the corporation shall not be personally liable to the corporation or its shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of the Registrant's Articles of Incorporation, as amended, is to eliminate the right of the Registrant and its shareholders (through shareholders' derivative suits on behalf of the Registrant) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, or persons controlling the Registrant pursuant to any of the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is therefore unenforceable. Item 7. Exemption from Registration Claimed Not Applicable. 3 Item 8. Exhibits Exhibit No. Description 5.02(1) Opinion of Gammage & Burnham P.L.C. 10.05(2) iBIZ Technology Corp. Stock Option Plan 10.06(2) Form of Stock Option 23.02 The consent of Gammage & Burnham P.L.C. is contained in Exhibit 5. 23.03(1) Consent of Moffitt & Company, P.C. 24 Power of Attorney (contained on Page II-4) 1. Filed herewith. 2. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619, filed with the SEC on October 13, 1999. Item 9. Undertakings The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or for the most recent post-effective amendment thereof) which, individually, or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this Registration Statement. (iv) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. II-2 4 (b) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment of any of the securities being registered which remain unsold at the termination of the offering. The Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth in this Registration Statement, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with the securities registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized. iBIZ TECHNOLOGY CORP., INC. By: /s/Kenneth W. Schilling ----------------------- Kenneth W. Schilling President, Chief Executive Officer, and Director Dated: January 27, 2000 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry S. Ratliff, as his or her true lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, 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 agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. II-4 6 Pursuant to the requirements of the Securities Act of 1933, as amended, this S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/Kenneth W. Schilling President, Chief Executive Officer, and Director January 27, 2000 - ------------------------------ Kenneth W. Schilling /s/Terry S. Ratliff Vice President, Comptroller, Director January 27, 2000 - ------------------------------ Terry S. Ratliff /s/Mark H. Perkins Vice President of Operations, Director January 27, 2000 - ------------------------------ Mark H. Perkins
II-5 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- EXHIBITS ---------------------- REGISTRATION STATEMENT ON FORM S-8 iBIZ TECHNOLOGY CORP. 8 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION 5.02(1) Opinion of Gammage & Burnham P.L.C. 10.06(2) iBIZ Technology Corp. Stock Option Plan 10.06(2) Form of Stock Option 23.02 The consent of Gammage & Burnham is contained in its Opinion filed as Exhibit 5 hereto 23.03(1) Consent of Moffitt & Company, P.C. 24.01 Power of Attorney (contained on II-4) 1. Filed herewith 2. Incorporated by reference from iBIZ's Form 10-SB, File No. 027619, filed with the SEC on October 13, 1999. EX-5.02 2 EX-5.02 1 EXHIBIT 5.02 [GAMMAGE & BURNHAM, P.L.C. LETTERHEAD] January 26, 2000 Board of Directors iBIZ Technology Corp. 1919 West Lone Cactus Phoenix, Arizona 85027 Re: Registration Statement on Form S-8 Gentlemen: In connection with the registration by iBIZ Technology Corp. (the "Company"), on Form S-8 (the "Registration Statement") providing registration under the Securities Act of 1933, as amended, of not to exceed 3,025,000 shares of Common Stock issuable upon exercise of Options, we are furnishing the following opinion as counsel to the Company. We have examined such corporate records, certificates of public officials and officers of the Company, and other documents and records as we have considered necessary or proper for the purpose of this opinion. Based upon the foregoing, and having regard to legal considerations that we deem relevant, we are of the opinion that the shares of Common Stock of the Company issuable upon exercise of the Options when issued and sold in accordance with the transactions described in the Registration Statement, and in accordance with the federal securities laws and the securities laws of the various states in which the Common Stock may be issued, will be validly issued, fully paid and nonassessable. As counsel to the Company, we hereby consent to the reference to this firm under the caption "Legal Matters" contained in the Prospectus which is part of the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, GAMMAGE & BURNHAM P.L.C. /s/ Gammage & Burnham P.L.C. EX-23.03 3 EX-23.03 1 Exhibit 23.03 [MOFFITT & COMPANY, P.C. LETTERHEAD] INDEPENDENT AUDITORS' CONSENT January 25, 2000 iBIZ Technology Corp. 1919 W. Lone Cactus Drive Phoenix, AZ 85027 As independent public accountants, we hereby consent to the use in this Form S-8 registration of our report dated January 10, 2000, and to all references to our firm included in this Form S-8 registration. Yours very truly, /s/ Stanley M. Moffitt For Moffitt & Company, P.C. Stanley M. Moffitt, CPA Moffitt & Company, P.C. -----END PRIVACY-ENHANCED MESSAGE-----