-----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, K0eJs8o0NIWlxoBSR5aTEmvurMXyVpWT6VxBDWGYZJiYMk9R8CdBeV47wVmeC1LQ 2ZHZ++XJyYWNfLvYWuBrWw== 0001013762-02-000028.txt : 20020415 0001013762-02-000028.hdr.sgml : 20020415 ACCESSION NUMBER: 0001013762-02-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20020306 EFFECTIVENESS DATE: 20020306 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: 1933 Act SEC FILE NUMBER: 333-83784 FILM NUMBER: 02567661 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 mar5s8.txt As filed with the Securities and Exchange Commission on March 5, 2002 Reg. No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------- 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 85027 (Address of principal executive offices) (Zip Code) ------------------------------------------------ ADVISORY AND CONSULTING AGREEMENTS (Full title of plan) -------------------------------- Kenneth Schilling, President 2238 West Lone Cactus Drive, Suite 200 Phoenix, Arizona 85027 (Name and address of agent for service) (623) 492-9200 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount to be offering price Aggregate offering Amount of Title of securities Registered per share Price Registration fee to be registered - ----------------------- --------------------- -------------------- --------------------- -------------------- Common Stock 15,750,000 $0 .01 $157,500 $14.50 ($.001 par value) - ----------------------- --------------------- -------------------- --------------------- --------------------
Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1993, based upon the average of the high and low selling prices per share of Common Stock of iBIZ Technology Corp. on March 5, 2002. PART I INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS Item 1. Plan Information. The documents containing the information specified in Item 1 will be sent or given to individual consultants under such agreements between each consultant and the registrant. Item 2. Registrant Information and Employee Plan Annual Information. Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting: Kenneth Schilling, President 1919 West Lone Cactus Drive Phoenix, Arizona 85021 (623) 492-9200 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by iBIZ Technology Corp. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated by reference herein: (a) the Company's annual report on Form 10-KSB for the fiscal year ended October 31, 2001 and 2000 filed with the SEC on February 28, 2002; (b) the Company's quarterly report on form 10-QSB filed pursuant to Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on September 14, 2001 (c) the Registrant's Form SB-2, filed on December 4, 2001 pursuant to Section 12 of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock, and (d) any document filed by the Company with the Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which Indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The balance sheet and financial statements of iBIZ Technology, Corp. for the years ended October 31, 1999 and 2000 have been incorporated by reference herein and in the registration statement in reliance upon the reports of Moffitt & Company, P.C., independent certified public accountants, also incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing. The validity of the shares of common stock offered hereby will be passed upon for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas, 21st Floor, New York, NY 10018. Members of such firm have received shares of common stock, for services rendered, which are registered hereunder. Item 6. Indemnification of Directors and Officers iBIZ's Articles of Incorporation, as amended, provide to the fullest extent permitted by Florida law, a director or officer of iBIZ shall not be personally liable to iBIZ or its shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of iBIZ's Articles of Incorporation, as amended, is to eliminate the right of iBIZ and its shareholders (through shareholders' derivative suits on behalf of iBIZ) 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. iBIZ believes that the indemnification provisions in its Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers. 3 Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, 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 Securities 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 being registered, 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 Securities Act and will be governed by the final adjudication of such issue. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The Exhibits to this registration statement are listed in the index to Exhibits on page __. Item 9. Undertakings (a) The undersigned registrant hereby undertakes:: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the securities Act 1933: (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or 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 paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (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) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. 5 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 a 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, State of Arizona, on March 5, 2002. iBIZ TECHNOLOGY CORP By /s/ Kenneth W. Schilling Kenneth W. Schilling, President & Director 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.
Signature Title Date - ------------------ -------------------------- --------------- /s/Kenneth W. Schilling President and Director March 5, 2002 - ----------------------- Kenneth W. Schilling
6 INDEX TO EXHIBITS
Exhibit Sequentially NO. Description Numbered Pages 4.1 Consulting Agreements 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Moffitt & Company, P.C. 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24.1 Power of Attorney (Contained within Signature Page)
7 EX-4 3 mar5s8ex41a.txt Exhibit 4.1 (a) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement") made as of February 12, 2002, by and between Peter Benz, 543 Virginia Avenue , San Mateo, CA 94402 ("Consultant") and iBIZ TECHNOLOGY CORP with offices at 1919 West Lone Cactus Drive, Phoenix, Arizona, 85021 (the "Company"). WITNESSETH WHEREAS, the Company requires and will continue to require consulting services relating management, strategic planning and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning and marketing consulting services and is desirous of performing such services for the Company; and WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company, NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate on February 11, 2003, unless earlier terminated in accordance with paragraph 8 herein or extended as agreed to between the parties. 3. SERVICES. -------- During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company; (d) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, business acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and 4. DUTIES OF THE COMPANY. --------------------- The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all fillings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. COMPENSATION. The Company will immediately grant Consultant the option to purchase 7,000,000 shares of the Company's Common Stock with an exercise price at $.004 per share, which option shall expire on February 11, 2003 at 5:00 P.M. P.S.T. The number of shares herein are subject to the anti-dilution provisions of the corresponding warrant which is being issued in conjunction with this Agreement. Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. 6. REPRESENTATION AND INDEMNIFICATION. ---------------------------------- The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS. ------------- Termination: This Agreement may be terminated by either Party upon written notice to the other Party for any reason which shall be effective five (5) business days from the date of such notice. This Agreement shall be terminated immediately upon written notice for material breach of this Agreement. Modification: This Consulting Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Options under this Agreement are assignable at the discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. Disagreements: Any dispute or other disagreement arising from or out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. iBIZ TECHNOLOGY CORP CONSULTANT /s/ Kenneth W. Schilling /s/ Peter Benz Kenneth W. Schilling Peter Benz President EX-4 4 mar5s8ex41b.txt Exhibit 4.1 (b) COMPENSATION AGREEMENT This Compensation Agreement is dated as of March 4, 2002 among iBiz Technology, Inc., a Nevada corporation (the "Company") and Sichenzia Ross Friedman Ference LLP ("Consultants"). WHEREAS, the Consultants have provided and will continue to provide the Company with legal services in connection with their business; and WHEREAS, the Company wishes to compensate the Consultants with shares of its common stock for such services rendered; NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. The Company will issue Five Million shares of the Company's common stock, $.001 par value per share, to such members or employees of the Consultants as the Consultants shall designate. 2. The above compensation shall be registered using a Form S-8. The Company shall file such Form S-8 with the Securities and Exchange Commission within 30 days of the execution of this agreement. IN WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as of the date first above written. iBIZ TECHNOLOGY CORP Kenneth W. Schilling President SICHENZIA ROSS FRIEDMAN FERENCE LLP Gregory Sichenzia EX-4 5 mar5s841c.txt Exhibit 4.1 (c) COMPENSATION AGREEMENT This Compensation Agreement is dated as of March 4, 2002 among iBiz Technology, Inc., a Nevada corporation (the "Company") and Noelle Tutunjian ("Consultant"). WHEREAS, the Consultant has provided and will continue to provide edgar services for the Company; and WHEREAS, the Company wishes to compensate the Consultant with shares of its common stock for such services rendered; NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. The Company will issue Seven Hundred and Fifty Thousand shares of the Company's common stock, $.001 par value per share, to such members or employees of the Consultant as the Consultant shall designate. 2. The above compensation shall be registered using a Form S-8. The Company shall file such Form S-8 with the Securities and Exchange Commission within 30 days of the execution of this agreement. IN WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as of the date first above written. iBIZ TECHNOLOGY CORP Kenneth W. Schilling President Noelle Tutunjian EX-4 6 mar5s841d.txt Exhibit 4.1 (c) COMPENSATION AGREEMENT This Compensation Agreement is dated as of March 4, 2002 among iBiz Technology, Inc., a Nevada corporation (the "Company") and Noelle Tutunjian ("Consultant"). WHEREAS, the Consultant has provided and will continue to provide edgar services for the Company; and WHEREAS, the Company wishes to compensate the Consultant with shares of its common stock for such services rendered; NOW THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. The Company will issue Seven Hundred and Fifty Thousand shares of the Company's common stock, $.001 par value per share, to such members or employees of the Consultant as the Consultant shall designate. 2. The above compensation shall be registered using a Form S-8. The Company shall file such Form S-8 with the Securities and Exchange Commission within 30 days of the execution of this agreement. IN WITNESS WHEREOF, this Compensation Agreement has been executed by the Parties as of the date first above written. iBIZ TECHNOLOGY CORP Kenneth W. Schilling President Noelle Tutunjian EX-23 7 mar5s8ex231.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS [MOFFITT & COMPANY, P.C. LETTERHEAD] March 5, 2002 iBIZ Technology Corp. 1919 West Lone Cactus Drive Phoenix, AZ 85027 Dear Sir or Madam: We do hereby consent to the use in this registration statement on Form S-8 dated March 5, 2002 of our report dated February 8, 2002 relating to the October 31, 2001 and 2000 audited financial statements of iBiz Technology Corp. Yours Very Truly, /s/ Stanley M. Moffitt Stanley M. Moffitt, CPA Moffitt & Company, P.C. EX-5 8 mar5s8ex51.txt SICHENZIA ROSS FRIEDMAN FERENCE LLP 1065 Avenue of the Americas New York, New York 10018 --------------------- Telephone: (212) 930-9700 Facsimile: (212) 930-9725 E-Mail: srflaw@i-2000.com March 5, 2002 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: iBIZ Technology, Corp. Form S-8 Registration Statement Ladies and Gentlemen: We refer to the above-captioned registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by iBIZ Technology, Corp., a Florida corporation (the "Company"), with the Securities and Exchange. We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents. Based on our examination mentioned above, we are of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under "Legal Matters" in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Sichenzia Ross Friedman Ference LLP Sichenzia, Ross, Friedman & Ference LLP -----END PRIVACY-ENHANCED MESSAGE-----