-----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, R7CTf/tTBQf6hfcIcz2cHgy2J7FBFhrV8ZbibC9mziGU/f/aUbUZnwNfbUGrWr1T kMlQQcmJ5gkOpA4QpXxAuA== 0001062993-06-002767.txt : 20060908 0001062993-06-002767.hdr.sgml : 20060908 20060908140703 ACCESSION NUMBER: 0001062993-06-002767 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060905 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060908 DATE AS OF CHANGE: 20060908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARBIZ INC CENTRAL INDEX KEY: 0001307425 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52209 FILM NUMBER: 061081372 BUSINESS ADDRESS: STREET 1: 7405 NORTH TAMIAMI TRAIL CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 941-952-9255 MAIL ADDRESS: STREET 1: 7405 NORTH TAMIAMI TRAIL CITY: SARASOTA STATE: FL ZIP: 34243 8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Form 8-K

UNITED STATES
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): September 5, 2006

CARBIZ INC.
(Exact name of registrant as specified in its charter)

Ontario, Canada 000-52209 None
(State or other jurisdiction (Commission File (IRS Employer
of Number) Identification No.)
incorporation)    

7405 North Tamiami Trail
Sarasota, Florida 34243
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (941) 952-9255

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act.

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.


Item 3.02 Unregistered Sales of Equity Securities

          On September 5, 2006, Carbiz Inc. (the “Company”) completed a non-brokered private placement (the “Offering”) of 2,400,000 units (the “Units”) at a price of $0.10 per Unit for gross proceeds to the Company of $240,000. Each Unit is comprised of one common share and one common share purchase warrant exercisable into one common share at an exercise price of $0.15 for a period of two years. Concurrently with the Offering, debt in the amount of $156,546.44 held by two directors of the Company was also converted into 1,565,464 Units with the same terms as the Units issued in the Offering (the “Debt Conversion”).

          The Units issued pursuant to the Offering and the Debt Conversion were issued in private transactions in the United States in reliance upon the exemption from registration provided by Rule 506 of Regulation D (“Regulation D”) under the Securities Act of 1933, as amended (the “Securities Act”), with each participant in the Offering being an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D).

          A copy of the press release dated September 7, 2006 relating to the Offering is attached hereto as Exhibit 99.1.

          On September 5, 2006, the Company entered into an investor relations consulting agreement, in consideration for which the Company issued to the other party to such agreement 1,500,000 common shares of the Company. These common shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act as this issuance did not involve a public offering of such securities.

Item 9.01 Financial Statements and Exhibits

(d)      Exhibits

  99.1 Press Release dated September 7, 2006


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 thereunto duly authorized.

    CARBIZ INC.
     
Date: September 8, 2006            By: /s/ Stan Heintz
    Stan Heintz
    Chief Operating Officer


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED SEPTEMBER 7, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Carbiz Inc. - Exhibit 99.1

Exhibit 99.1

News from Carbiz Inc.

Media Contact: Heidi Smith, Heidi Smith Communications, Inc., (941) 504-2803 Company Contact: Carl Ritter, Chief Executive Officer, Carbiz Inc., (941) 952-9255, ext. 1014

Carbiz Inc.’s Form SB-2 Registration Statement Declared Effective by the SEC

SARASOTA, FL (Sept. 7, 2006) – Carl Ritter, Chief Executive Officer of Carbiz Inc. (the “company” or “Carbiz”) (TSX-V: CZ), announced that the company’s Form SB-2 registration statement was declared effective by the U.S. Securities and Exchange Commission (SEC) on Sept. 1, 2006. The company is now awaiting approval from the U.S. National Association of Securities Dealers in order to have its common shares quoted on the U.S. Over-The-Counter Bulletin Board.

Ritter also announced that today the company closed a non-brokered private placement of units (“units”), with each unit composed of one common share and one common share purchase warrant exercisable into one common share at an exercise price of US$0.15 for a period of two years. The placement was completed with existing shareholders of the company at a purchase price of US$0.10 per unit resulting in gross proceeds of US$240,000 to the company. Concurrently with the private placement, debt in the amount of US$156,546.44 held by insiders of the company was also converted into 1,565,464 units on the same terms as the private placement.

The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This news release shall not constitute an offer to sell or an offer to buy the securities in any jurisdiction.

About Carbiz

Based in Sarasota, Florida, Carbiz is a leading provider of software, training and consulting solutions to the United States automotive industry. Carbiz’s suite of business solutions includes dealer software products focused on the “buy-here pay-here”, sub-prime finance and automotive accounting markets. Carbiz also operates “buy-here pay-here” dealerships in Florida through its Carbiz Auto Credit division that are wholly-owned or joint venture companies. Capitalizing on expertise developed over 10 years of providing software and consulting services to “buy-here, pay-here” businesses across the United States, Carbiz entered the market in 2004 with a location in Palmetto, Florida. Carbiz has added two more credit centers since – in Tampa and St. Petersburg – and Carbiz seeks to expand its operations in Florida in the future.


For more information about Carbiz and its services, visit Carbiz’s web site: www.carbiz.com.

Forward-Looking Statements

All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of Carbiz. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Carbiz assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this press release.


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