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
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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
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 8. Exhibits.
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Exhibit No. Exhibit
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(4.1) 2003 Stock Incentive Plan*
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(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)