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PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
[IBIZ LOGO]
IBIZ TECHNOLOGY CORP.
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(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed per Exchange Act Rules.
Approximate date this Proxy expected to be first sent to shareholders: June 12,
2001.
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IBIZ NOTICE OF 2001 ANNUAL MEETING AND PROXY STATEMENT
[IBIZ LOGO]
iBIZ Technology Corp. Phoenix, Arizona 85021
June 12, 2001
NOTICE OF MEETING
You are cordially invited to attend the Annual Meeting of Stockholders
of iBIZ Technology Corp., which will be held on Wednesday, August 8, 2001, at
10 a.m. MST, in the executive offices of the company at 1919 West Lone Cactus
Drive, Phoenix, Arizona 85021. The items of business are:
1. Election of directors for a term of one year.
2. Adoption of the Stock Option Plan.
3. Ratification of the appointment of auditors.
4. Such other matters as may properly come before the meeting.
These items are more fully described in the following pages, which are
hereby made a part of this Notice. Your vote on these matters is important and
we appreciate your continued support. Only stockholders of record at the close
of business on June 11, 2001 (the "Record Date"), are entitled to vote at the
meeting, or any adjournment thereof. Stockholders are reminded that shares
cannot be voted unless the signed proxy card is returned or other arrangements
are made to have the shares represented at the meeting.
Even if you now expect to attend the annual meeting, please sign, date
and mail the enclosed proxy in the envelope provided, which requires no postage
if mailed in the United States. It is important that you return the proxy
regardless of the number of shares you own. If you do attend the annual meeting,
you may vote in person, if you wish, whether or not you have already mailed the
enclosed proxy.
If you will need special assistance at the meeting because of a
disability, please contact us at 1919 West Lone Cactus Drive, Phoenix, Arizona
85021, telephone (623) 492-9200.
/s/ Terry S. Ratliff
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Terry S. Ratliff
Secretary
YOUR VOTE IS IMPORTANT.
Please vote by signing, dating, and returning the enclosed Proxy Card.
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Table of Contents
Preliminary Matters............................................................ 3
1. Election of Directors for a Term of One Year................................ 3
2. Employee Stock Option Plans................................................. 4
3. Ratification of Appointment of Auditors..................................... 5
4. Other Business.............................................................. 6
Additional Information......................................................... 6
Voting Securities and Principal Holders Thereof............................. 6
Directors, Executive Officers, Promoters and Control Persons................ 7
Section 16(a) Beneficial Ownership Reporting Compliance..................... 8
Legal Proceedings........................................................... 8
Related Transactions........................................................ 8
Audit Committee............................................................. 8
Components of Executive Compensation........................................ 8
Employment Agreements.................................................... 10
Employment Agreement for Kenneth W. Schilling......................... 10
Employment Agreement for Terry Ratliff................................ 11
Employment Agreement for Mark Perkins................................. 11
Voting Procedures.............................................................. 11
PRELIMINARY MATTERS
This Proxy Statement and the accompanying form of proxy card will be
mailed beginning on or about June 12, 2001, to stockholders entitled to vote.
The iBIZ 2000 Annual Report, which includes financial statements, is being
mailed with this Proxy Statement. Kindly notify us at 1919 West Lone Cactus
Drive, Phoenix, Arizona 85021, telephone (623) 492-9200, if you did not receive
a report, and a copy will be sent to you.
The Annual Meeting of the Company will take place on August 8, 2001,
at 10:00 a.m. at the principal executive offices of the Company, 1919 West Lone
Cactus Drive, Phoenix, Arizona 85021. All proxies must be received on or before
10:00 a.m., August 8, 2001. The proxy is revocable in writing at any time prior
to the Annual Meeting, or in person at the Annual Meeting.
The deadline for submitting shareholder proposals for inclusion in the
Company's proxy statement is April 1, 2001. The date after which notice of a
shareholder proposal will be considered untimely is April 1, 2001.
The Company is making this solicitation. No director of the Company has
informed the Company in writing that he or she intends to oppose any action
intended to be taken by the Company. This solicitation is to be made only by the
use of the mails, and no specially engaged employees or paid solicitors will be
retained.
1. ELECTION OF DIRECTORS FOR A TERM OF ONE YEAR
The Board proposes the election of the current directors of the Company
for an additional term of one year. Following is information about each nominee,
including biographical data for at least the last five years. Should one or more
of these nominees become unavailable to accept nomination or election as a
director, the individuals named
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as proxies on the enclosed proxy card will vote the shares that they represent
for the election of such other persons as the Board may recommend, unless the
Board reduces the number of directors.
The iBIZ Board has long adhered to governance principles designed to
assure the continued vitality of the Board and excellence in the execution of
its duties. Accordingly, Directors are compensated for their service to the
Company. Pursuant to the terms of their employment agreements, effective April
22, 1999, Messrs. Schilling, Perkins and Ms. Ratliff each received options to
purchase fifty thousand (50,000) shares of common stock in consideration for
their services as directors of iBIZ. Of this 50,000, 25,000 vested on April 22,
2000, and the final 25,000 will vest on April 22, 2001.
The Board of Directors is responsible for supervision of the overall
affairs of the Company. In fiscal 2000, Board business was conducted by consents
in lieu of meetings. The directors executed nine consents in lieu of meeting.
Following the Annual Meeting, the Board will consist of 3 directors. The term of
each director continues until the next annual meeting. No director holds any
other directorships in reporting companies. The nominees for Director are
Kenneth W. Schilling, Terry S. Ratliff, and Mark H. Perkins.
Kenneth W. Schilling founded INVNSYS' predecessor, SouthWest Financial
Systems, in 1979, and has been Chief Executive Officer, President and a Director
since INVNSYS' founding. Mr. Schilling studied for a B.S. in electrical
engineering at the University of Pittsburgh from 1970 to 1972 but left for
military service prior to receiving his degree. On February 28, 2001, the
Securities and Exchange Commission is expected to file a federal court action in
the District of Arizona against Ken Schilling. Schilling, however, has reached a
settlement with the Commission in which he neither admits nor denies the
allegations made against him. Pursuant to this settlement, Schilling will be
permanently enjoined from violating Section 10(b) of the Exchange Act or Rule
10b-5 thereunder. Schilling will also be required to pay a $20,000 civil
penalty.
Terry S. Ratliff joined INVNSYS in 1989 as controller and has served as
Vice President, Secretary and a Director since March 5, 1999, and was appointed
Chief Financial Officer on July 1, 2000. Ms. Ratliff studied accounting at
Nicholls State University in Thibodaux, Louisiana.
Mark H. Perkins joined INVNSYS in 1994 and currently serves as
Executive Vice President. Mr. Perkins was appointed to iBIZ's Board of Directors
on March 5, 1999. Prior to his joining INVNSYS, Mr. Perkins was employed at
American Express as a project manager for major systems implementation, a
position he held for eight years. Mr. Perkins earned a degree in business
management from California State University-Sonoma.
The iBIZ Board of Directors unanimously recommends a vote FOR the
nominees.
2. EMPLOYEE STOCK OPTION PLAN
At the Annual Meeting, the shareholders are being asked to approve the
iBIZ Technology Corp. Stock Option Plan (the "Stock Option Plan"). The Stock
Option Plan provides for the grant of stock options to purchase common stock to
eligible directors, officers, key employees, and service providers of iBIZ. The
Stock Option Plan covers an aggregate maximum of five million (5,000,000) shares
of common stock and provides for the granting of both incentive stock options
(as defined in Section 422 of the Internal Revenue Code of 1986, as amended) and
non-qualified stock options (options which do
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not meet the requirements of Section 422). Under the Stock Option Plan, the
exercise price may not be less than the fair market value of the common stock on
the date of the grant of the option. As of December 29, 2000, 3,385,000 options
(the "Options") had been granted to 37 persons (net of cancelled and exercised)
under the plan at exercise prices of between $0.53 and $5.00. As of February 26,
2001, the market price of the stock was $0.1875. The Options have been granted
for periods ranging from one (1) to ten (10) years, subject to earlier
cancellation upon termination of employment, resignation, disability and death.
The Options vest pursuant to the terms of each individual option, which to date
have ranged from immediate to a five (5) year period. Approximately 53 people
are eligible to participate in the Stock Option Plan. The Plan is unfunded.
The Stock Option Plan benefits currently have no value, as all of the
outstanding options were issued at exercise prices greater than the current
price of the Company's stock. Ken Schilling, C.E.O., holds 250,000 options.
Terry Ratliff, C.F.O., V.P. and Secretary, holds 350,000 options. Mark Perkins,
Exec. V.P., holds 350,000. The Executive Group, which includes all of the
Directors, collectively holds 1,450,000 options, while the non-executive officer
and employee group holds 1,935,000 options.
The Board of Directors (the "Board") administers and interprets the
Stock Option Plan and is authorized to grant options thereunder to all eligible
persons. In the event the Board has at least two (2) members who are not either
employees or officers of iBIZ or of any parent or subsidiary of iBIZ, the Stock
Option Plan will be administered by a committee of not less than two (2) persons
who are such independent directors. The Board designates the optionees, the
number of shares subject to the options and the terms and conditions of each
option. Certain changes in control of iBIZ, as defined in the Stock Option Plan,
will cause the options to vest immediately. Each option granted under the Stock
Option Plan must be exercised, if at all, during a period established in the
grant that may not exceed ten (10) years from the date of grant. An optionee may
not transfer or assign any option granted and may not exercise any options after
a specified period subsequent to the termination of the optionee's employment
with iBIZ. The Board may make amendments to the Stock Option Plan from time to
time it deems proper and in the best interests of iBIZ provided it may not take
any action which disqualifies any option granted under the Stock Option Plan as
an incentive stock option or which adversely effects or impairs the rights of
the holder of any option under the Stock Option Plan.
In general, no taxable income for Federal income tax purposes will be
recognized by an option holder upon exercise of an incentive stock option, and
the Company will not then be entitled to any tax deduction. Assuming that the
option holder does not dispose of the option shares before the expiration of the
longer of (i) two years after the date of grant, or (ii) one year after the
exercise of the option, upon disposition, the option holder will recognize
capital gain equal to the difference between the sale price on disposition and
the exercise price.
If, however, the option holder disposes of his option shares prior to
the expiration of the required holding period, or disposes of non-qualified
stock options, he will recognize ordinary income for Federal income tax purposes
in the year of disposition equal to the lesser of (i) the difference between the
fair market value of the shares at date of exercise and the exercise price, or
(ii) the difference between the sale price upon disposition and the exercise
price. Any additional gain on such disposition will be treated as capital gain
which shall either be long-term, mid-term or short-term depending upon the
period of time the Common Stock sold or exchanged was held. If an option is
exercised, the holding period of the Common Stock so acquired will not include
the period during which the option was held. The 1997 Tax Act produced a variety
of capital gains tax rates depending upon the holding period, the marginal tax
bracket of the taxpayer and the application of certain transitional rules. For
most individuals, a holding period of more than eighteen months will be required
to obtain a maximum capital gains rate of 20 percent and a more than
twelve-month holding period will result in a maximum rate of 28 percent.
Taxpayers in the 15 percent marginal tax bracket can expect much lower rates. In
addition, if the option holder makes such a disposition, the Company will be
entitled to a deduction equal to the amount of ordinary income recognized by the
option holder provided such amount constitutes an ordinary and reasonable
expense of the Company.
The amount by which the fair market value of the shares at the time of
exercise exceeds the exercise price of an incentive stock option will be a tax
preference item for purposes of the alternative maximum tax. An individual will
be liable for the alternative minimum tax only to the extent that the amount of
such tax exceeds the liability for regular Federal income tax.
A complete copy of the Stock Option Plan may be found attached hereto
as EXHIBIT 10.05.
The iBIZ Board of Directors unanimously recommends a vote FOR this
proposal.
3. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Moffitt & Co. PC,
independent accountants, to be iBIZ's auditors for the year 2001 and recommends
to stockholders that they vote for ratification of that appointment.
Moffitt & Co. PC served in this capacity for the year 2000. Its
representative will be present at the Annual Meeting and will have an
opportunity to make a statement and be available to respond to appropriate
questions. None of the hours expended on Moffitt & Co.'s engagement to audit the
Company's financial statements for fiscal 2000 were attributed to work performed
by persons other than Moffitt & Co.'s full-time, permanent employees. The
aggregate fees billed for professional services rendered for the audit of the
Company's annual financial statements for fiscal 2000 and the reviews of the
financial statements included in the Company's Forms 10-QSB's for fiscal 2000
amounted to approximately $30,000. The aggregate fees billed for the
professional services described in para. (c)(4)(ii) of Rule 2-01 of Regulation
S-X rendered by Moffitt & Co. for fiscal 2000 amounted to $0. The aggregate
fees billed for services rendered by Moffitt & Co., other than the services
covered in the preceding sections, for fiscal 2000 amounted to $0.
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The appointment of auditors is approved annually by the Board and
subsequently submitted to the stockholders for ratification. The decision of the
Board is based on its reviews and approval in advance of the audit scope, the
types of nonaudit services, and the estimated fees for the coming year.
Before making its recommendation to the Board for appointment of
Moffitt & Co. PC, the Board carefully considered that firm's qualifications as
auditors for the Company. This included a review of its performance in prior
years, as well as its reputation for integrity and competence in the fields of
accounting and auditing. The Board has expressed its satisfaction with Moffitt &
Co. PC in all of these respects.
The iBIZ Board of Directors unanimously recommends a vote FOR this
proposal.
4. OTHER BUSINESS
Management knows of no other matters that may properly be, or are
likely to be, brought before the meeting. If other proper matters are introduced
at the meeting, the individuals named as proxies on the enclosed proxy card are
also authorized to vote upon such matters utilizing their own discretion. Under
the terms of the Company's By-laws, stockholders who intend to present an item
of business at the 2001 annual meeting of stockholders (other than a proposal
submitted for inclusion in the Company's proxy materials) must provide notice of
such business to the Company's Secretary no later than April 1, 2001.
ADDITIONAL INFORMATION
The following information is provided to give shareholders a more
comprehensive understanding of the Company in accordance with the disclosure
requirements of the securities laws and regulations.
Voting Securities and Principal Holders Thereof
As of December 29, 2000, there were 38,017,966 shares of common stock,
par value $0.001 outstanding. Owners of the Company's common stock, par value
$0.001 as of June 11, 2001, will be entitled to one vote for each matter, and
one vote for each director, which votes may not be cumulated. There are no
standing, audit, nominating or compensation committees of the Board.
The following table sets forth certain information regarding the
beneficial ownership of the Company's common stock as of December 29, 2000, by:
- all directors
- each person who is known by the Company to be the beneficial
owner of more than five percent (5%) of the outstanding common
stock
- each executive officer named in the Summary Compensation Table
- all directors and executive officers as a group
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The number of shares beneficially owned by each director or executive
officer is determined under rules of the SEC, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under the
SEC rules, beneficial ownership includes any shares as to which the individual
has the sole or shared voting power or investment power. In addition, beneficial
ownership includes any shares that the individual has the right to acquire
within sixty (60) days of December 29, 2000, through the exercise of any stock
option or other right. Unless otherwise indicated, each person listed below has
sole investment and voting power (or shares such powers with his or her spouse).
In certain instances, the number of shares listed includes (in addition to
shares owned directly), shares held by the spouse or children of the person, or
by a trust or estate of which the person is a trustee or an executor or in which
the person may have a beneficial interest.
Number of Shares of Common Stock Beneficially Owned
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Name and Address of Beneficial Owner Shares Vested Options(1) Total(1) PERCENT(1)
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Kenneth W. Schilling(2)
1919 W. Lone Cactus Drive
Phoenix, AZ 85021 -------- 225,000 225,000 *
Moorea Trust(2)
1919 W. Lone Cactus Drive
Phoenix, AZ 85021 9,710,480 --------- 9,710,480 24.78
Terry S. Ratliff
1919 W. Lone Cactus Drive
Phoenix, AZ 85021 1,771,200 325,000 2,096,200 5.35
Mark H. Perkins
1919 W. Lone Cactus Drive
Phoenix, AZ 85021 1,771,200 325,000 2,096,200 5.35
All directors and officers as group
(4 persons)(3) 13,253,880 1,375,000 14,628,880 37.33
(1) Includes options vested on or before December 29, 2000. "*" means less
than one percent.
(2) Kenneth and Diane Schilling, husband and wife, hold the shares as
trustees under the Moorea Trust dated December 18, 1991.
(3) Includes Kenneth Schilling, Mark Perkins, Terry Ratliff, and James
Ratliff.
Directors, Executive Officers, Promoters and Control Persons
Name Age Position
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Kenneth W. Schilling 49 President, Chief Executive Officer, Director
Terry S. Ratliff 43 Vice President, Chief Financial Officer, Secretary, Director
Mark H. Perkins 37 Executive Vice President, Director
James A. Ratliff(1) 43 Chief Operating Officer
(1) James Ratliff and Terry Ratliff have formerly been husband and wife.
Mr. Ratliff, while not a director, is included in this Proxy to give
shareholders a more complete understanding of the Company's management.
Please see Proposal 1, above, for information respecting Ms. Ratliff
and Messrs. Schilling and Perkins.
James A. Ratliff joined iBIZ as Chief Operating Officer in January
2000. Prior to joining the Company, Mr. Ratliff held the position of Director of
Global Procurement at American Express from February 1998 to December 1999. From
August 1995 to January 1998, Mr. Ratliff served as International Program Manager
for AlliedSignal Aerospace, where he was responsible for the development of
international partnerships. From 1991 through July 1995, Mr. Ratliff served as
an International Buyer for Amoco Corporation.
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Mr. Ratliff earned an MBA and a BS in Purchasing Materials and Logistics from
Arizona State University, where he graduated summa cum laude in 1991.
Section 16(a) Beneficial Ownership Reporting Compliance.
On February 28, 2001, Mr. Schilling filed a delinquent Form 4 for the
month of October 2000.
On January 31, 2001, Mr. Ratliff filed a delinquent Form 3. On
January 15, 2001, Mr. Ratliff filed a delinquent Form 4 for the month of
August 2000.
Legal Proceedings
iBIZ has been assessed approximately $62,000 in penalties and interest
by the IRS in connection with payroll taxes due through the first quarter of
1999. The Company has paid the taxes, interest, and some portion of the penalty,
but has requested an abatement of the remaining penalty imposed. The Company is
awaiting a final disposition by the IRS.
On February 28, 2001, the Securities and Exchange Commission (the
"Commission") is expected to commence an administrative proceeding against the
Company. The Company has negotiated and submitted a settlement offer, which has
been formally approved by the Commission itself. This settlement will result in
an administrative order being issued which orders the Company to cease and
desist from committing or causing any future violations of Section 10(b) of the
Securities and Exchange Act of 1934 and Rule 10b-5 thereunder. No other relief
against the Company is being sought.
This administrative proceeding is based on the Commission's allegations
that the Company, through its President and CEO Ken Schilling, referenced
certain reports prepared by Michael A. Furr in its press releases, and posted
hyperlinks to Furr's reports on its website. The Commission alleges that the
Furr reports contained false revenue and stock price projections. The Commission
also alleges that the Company falsely characterized Furr as independent of the
Company. The Company neither admits nor denies the allegations as part of the
settlement offer.
Related Transactions
While a private company, INVNSYS (now iBIZ) made loans totaling
$992,037 to Kenneth Schilling. These loans are payable on demand and accrued
interest at eight percent (8%) during 1997 and six percent (6%) during 1998 and
1999. As of January 31, 2001, the balance of the loans payable by Mr. Schilling
to INVNSYS totaled approximately Three Hundred Eighty-Four Thousand Nine Hundred
Eighty-Eight Dollars and Ninety-Four Cents ($384,988.94). Mr. Schilling, as
trustee of the Moorea Trust, pledged 500,000 shares of iBIZ common stock to
secure this debt.
iBIZ leases its facility from Lone Cactus Capital Group, L.L.C., a
limited liability company in which Kenneth Schilling is a member. iBIZ secured
all of its assets with a lender that loaned Mr. Schilling the money to purchase
the facility. iBIZ believes the terms of the lease are at an arms-length fair
market rate.
Audit Committee
iBIZ does not have an Audit Committee; however, Terry Ratliff is
responsible for reviewing reports of the Company's financial results, audits,
internal controls, and compliance with federal procurement laws and regulations.
Ms. Ratliff recommends to the Board of Directors the selection of the Company's
outside auditors and reviews their procedures for ensuring their independence
with respect to the services performed for the Company.
Ms. Ratliff has reviewed and discussed the audited financial statements
with management; discussed with the independent auditors the matters required to
be discussed by SAS 61, as may be modified or supplemented; received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), as may be
modified or supplemented, and has discussed with the independent accountant the
independent accountant's independence; and, based on the review and discussions
referred to above, Ms. Ratliff has recommended to the Board of Directors that
the audited financial statements be included in the company's Annual Report on
Form 10-KSB for the last fiscal year for filing with the Commission.
Components of Executive Compensation
The Board believes that leadership and motivation of the Company's
executives are critical to establishing iBIZ's preeminence both in the
marketplace and as an investment for stockholders. The Board is responsible for
ensuring that the individuals in executive positions are highly qualified and
that they are compensated in a manner that furthers the Company's business
strategies and aligns their interests with those of the
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stockholders. To support this philosophy, the following principles provide a
framework for the compensation program:
- offer competitive total compensation value that will attract
the best talent to iBIZ; motivate individuals to perform at
their highest levels; reward outstanding achievement; and
retain those individuals with the leadership abilities and
skills necessary for building long-term stockholder value.
- encourage executives to manage from the perspective of owners
with an equity stake in the Company.
iBIZ's compensation program for executive officers is targeted to
provide highly competitive total compensation levels (including both annual and
long-term incentives) for highly competitive performance.
The following table sets forth certain compensation paid or accrued by
the Company to certain of iBIZ's executive officers during fiscal years ended
2000 and 1999.
SUMMARY COMPENSATION TABLE
Fiscal
Name and Principal Position Year Salary($) Bonus OPTIONS(1)(#)
- ---------------------------------------------------------------------------------------------------------------
Kenneth W. Schilling, President & CEO 1999 $200,000 250,000
2000 $200,000 $40,000
Terry S. Ratliff, Vice President, Chief Financial
Officer, Director 1999 $88,000 300,000
2000 $88,000 $40,000
Mark H. Perkins, Executive Vice President, Director 1999 $88,000 300,000
2000 $88,000 $40,000
(1) Includes 50,000 options granted for service as a director of the Company.
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted during the fiscal year ended October 31, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of VALUE OF UNEXERCISED
Shares Unexercised Options at IN-THE-MONEY OPTIONS AT
Acquired on Value Fiscal Year End FISCAL YEAR END
Name Exercise (#) Realized($) Exercisable/Unexercisable EXERCISABLE/UNEXERCISABLE(1)
- -----------------------------------------------------------------------------------------------------------------
Kenneth W. Schilling -0- -0- 225,000/25,000 $0/$0
Terry S. Ratliff -0- -0- 325,000/25,000 $0/$0
Mark H. Perkins -0- -0- 325,000/25,000 $0/$0
(1) Based on closing price of the Common Stock on October 31, 2000 of
$0.4844 per share. None of the options are "in-the-money."
There were no long-term incentive plans or rewards made in fiscal 2000.
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EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENT FOR KENNETH W. SCHILLING
Effective March 5, 1999, Kenneth W. Schilling and iBIZ entered into an
Employment Agreement (the "Agreement"), as amended as of April 22, 1999.
Under the Agreement, Mr. Schilling has been retained to act as President
and Chief Executive Officer of iBIZ. The Agreement is for a term of two years
ending March 4, 2001. Under the Agreement, Mr. Schilling shall receive an annual
base salary of $200,000. In addition, effective April 22, 1999, Mr. Schilling
received two hundred fifty thousand (250,000) options to purchase two hundred
fifty thousand (250,000) shares of common stock of iBIZ at an exercise price of
$0.75 per share. Two hundred thousand (200,000) options were issued in
consideration of Mr. Schilling's services as an officer of iBIZ and fifty
thousand (50,000) options were issued in consideration for services as a
director. Two hundred thousand (200,000) options vested upon granting on April
22, 1999, and twenty-five thousand (25,000) options vested on April 22, 2000. An
additional 25,000 will vest on April 22, 2001.
The Agreement provides that upon total and permanent disability, as
defined in the Agreement, iBIZ shall pay Mr. Schilling such benefits as may be
provided to officers of iBIZ under any Company provided disability insurance or
similar policy or under any iBIZ adopted disability plan. In the absence of such
policy or plan, iBIZ shall continue to pay Mr. Schilling for a period of not
less than six months the compensation then in effect as of the effective date of
his termination.
Mr. Schilling may terminate the Agreement upon written notice, within
thirty (30) days following the occurrence of an event constituting "Good
Reason," as defined below. Upon the termination by Mr. Schilling for Good
Reason, Mr. Shilling will be entitled to receive a payment equal to the lesser
of: (1) an amount equal to one-half of his annual base salary in effect at the
time of termination; or (2) the remaining compensation due to Mr. Schilling
under the terms of the Agreement. If Mr. Schilling fails to exercise his rights
to terminate the Agreement for Good Reason within thirty (30) days following an
event constituting Good Reason, such rights shall expire and be of no further
force or effect.
"Good Reason" is defined to mean the occurrence of any of the following
events without Mr. Schilling's consent: (1) assignment of Mr. Schilling to any
duty substantially inconsistent with his position or duties contemplated by the
Agreement or a substantial reduction of his duties contemplated by the
Agreement; (2) the removal of any titles bestowed under the Agreement; (3) any
material breach or failure of iBIZ to carry out the provisions of the Agreement
after notice and an opportunity to cure; and (4) the relocation of Mr.
Schilling, his corporate office facilities, or personnel outside the Phoenix
metropolitan area.
The Company is currently negotiating a new employment agreement with
Mr. Schilling for an additional three years.
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EMPLOYMENT AGREEMENT FOR TERRY RATLIFF
Effective March 5, 1999, Terry Ratliff and iBIZ entered into an
Employment Agreement (the "Agreement"), as amended as of April 22, 1999.
Under the Agreement, Ms. Ratliff has been retained to act as
Vice-President/Controller and Secretary of iBIZ. The Agreement is for a term of
two years ending March 4, 2001. Under the Agreement, Ms. Ratliff shall receive
an annual base salary of $88,000.
In addition, effective April 22, 1999, Ms. Ratliff received three
hundred thousand (300,000) options to purchase three hundred thousand (300,000)
shares of common stock of iBIZ at an exercise price of $0.75 per share. Three
hundred thousand (300,000) options were issued in consideration of Ms. Ratliff's
services as an officer of iBIZ and an additional fifty thousand (50,000) options
were issued in consideration for services as a director. Three hundred thousand
(300,000) options vested upon granting on April 22, 1999, and twenty-five
thousand (25,000) options vested on April 22, 2000. An additional 25,000 will
vest on April 22, 2001.
The other terms of Ms. Ratliff's Employment Agreement are identical in
all material respect to Mr. Schilling's.
The Company is currently negotiating a new Employment Agreement with
Ms. Ratliff for an additional three years.
EMPLOYMENT AGREEMENT FOR MARK PERKINS
Effective March 5, 1999, Mark Perkins and iBIZ entered into an
Employment Agreement (the "Agreement"), as amended as of April 22, 1999.
Under the Agreement, Mr. Perkins has been retained to act as
Vice-President of Operations of iBIZ. The Agreement is for a term of two years
ending March 4, 2001. Under the Agreement, Mr. Perkins shall receive an annual
base salary of $88,000.
In addition, effective April 22, 1999, Mr. Perkins received three
hundred thousand (300,000) options to purchase three hundred thousand (300,000)
shares of common stock of iBIZ at an exercise price of $0.75 per share. Three
hundred thousand (300,000) options were issued in consideration of Mr. Perkins's
services as an officer of iBIZ and an additional fifty thousand (50,000) options
were issued in consideration for services as a director. Three hundred thousand
(300,000) options vested upon granting on April 22, 1999, and twenty-five
thousand (25,000) options vested on April 22, 2000. An additional 25,000 will
vest on April 22, 2001.
The other terms of Mr. Perkins's Employment Agreement are identical in
all material respect to Mr. Schilling's. The Company is currently negotiating a
new Employment Agreement with Mr. Perkins for an additional three years.
VOTING PROCEDURES.
The $.001 par value capital stock of the Company (its common stock) is
its only class of security entitled to vote at the August 8, 2001, meeting. Each
stockholder of record at the close of business as of June 11, 2001 (the "Record
Date"), is entitled to one vote for each share held at the meeting, or any
adjournment thereof. On December 29, 2000, there were 38,017,966 common shares
entitled to be voted.
Directors are elected by a plurality of votes cast. A majority of the
votes cast is required to ratify the appointment of auditors and to approve the
Stock Option Plan. All
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stockholder meeting proxies, ballots, and tabulations that identify individual
stockholders are kept secret, and no such document shall be available for
examination, nor shall the identity or the vote of any stockholder be disclosed
except as may be necessary to meet legal requirements under the laws of Florida,
iBIZ's state of incorporation. Employees of the Company will count the votes.
The Company is soliciting proxies through the mail. The Company will bear the
cost thereof.
Shares cannot be voted unless a signed proxy card is returned or other
specific arrangements are made to have shares represented at the meeting. Any
stockholder giving a proxy may revoke it at any time before it is voted. If a
stockholder of record wishes to give a proxy to someone other than the
individuals named as proxies on the proxy card, he or she may cross out the
names appearing on the enclosed proxy card, insert the name of some other
person, sign, and give the proxy card to that person for use at the meeting.
Shares represented by proxies that are marked "abstain" or which are
marked to deny discretionary authority will only be counted for determining the
presence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes cast for such
individuals. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
Stockholders are encouraged to specify their choices by marking the
appropriate boxes on the enclosed proxy card. Shares will be voted in accordance
with such instructions. However, it is not necessary to mark any boxes if you
wish to vote in accordance with the Board of Directors' recommendations; merely
sign, date, and return the proxy card in the enclosed envelope.
The proxy card covers the number of shares to be voted.
June 12, 2001 /s/ Terry S. Ratliff
---------------------
Terry S. Ratliff
Secretary
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EXHIBIT 10.05
iBIZ TECHNOLOGY CORP.
STOCK OPTION PLAN
1. PURPOSE OF PLAN.
(a) General Purpose. The purpose of iBIZ TECHNOLOGY CORP. STOCK OPTION
PLAN ("Plan") is to further the interests of iBIZ TECHNOLOGY CORP., a Florida
corporation (the "Corporation"), and its stockholders by providing an incentive
based form of compensation to the directors, officers, key employees and service
providers of the Corporation and by encouraging such persons to invest in shares
of the Corporation's Common Stock, thereby acquiring a proprietary interest in
its business and an increased personal interest in its continued success and
progress and ongoing inducement to remain in the Corporation's employ, service
or as a director.
(b) Incentive Stock Options. Some one or more of the options granted
under the Plan may be intended to qualify as an "incentive stock option" as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and any grant of such an option shall clearly specify that such option
is intended to so qualify. If no such specification is made, an option granted
hereunder shall not be intended to qualify as an "incentive stock option." The
employees eligible to be considered for the grant of incentive stock options
hereunder are any persons regularly employed by the Corporation in a managerial,
professional or technical capacity on a full-time, salaried basis.
2. STOCK AND MAXIMUM NUMBER OF SHARES SUBJECT TO PLAN.
(a) Description of Stock and Maximum Shares Allocated. The stock
subject to the provisions of the Plan and issuable upon exercise of options
granted under the Plan are shares of the Corporation's Common Stock, $.001 par
value, which may be either unissued or treasury shares, as the Corporation's
Board of Directors (the "Board") may from time to time determine. Subject to
adjustment as provided in Section 7, the aggregate number of shares of Common
Stock covered by the Plan and issuable upon exercise of all options granted
hereunder shall be 5,000,000 shares, which shares shall be reserved for use upon
the exercise of options to be granted from time to time.
(b) Restoration of Unpurchased Shares. If an option expires or
terminates for any reason prior to its exercise in full and before the term of
the Plan expires, the shares subject to, but not issued under such option shall
again be available for other options thereafter granted.
3. ADMINISTRATION; AMENDMENTS.
(a) Administration by Committee. The Plan shall be administered by the
Board of Directors or whenever the Board has at least two members who are not
either employees or officers of the Corporation or of any parent or subsidiary
of the Corporation ("Independent Directors") by a committee of not less than two
persons who are Independent Directors (the "Compensation Committee"), with full
power to administer the Plan, to interpret the Plan and to establish and amend
rules and regulations for its administration. (The term "Compensation Committee"
as used throughout this Plan shall
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refer to the Board of Directors or a committee of two Independent Directors,
whichever is administering the Plan at the time).
(b) Exercise Price. Upon the grant of any option, the Compensation
Committee shall specify the exercise price for the shares issuable upon exercise
of options granted. In no event may an option exercise price per share be less
than 100% of the Fair Market Value (as defined below) per share of the
Corporation's Common Stock on the date such option is granted.
(c) Fair Market Value. The Fair Market Value of a share on any
particular day shall be determined as follows:
(1) If the shares are listed or admitted to trading on any
securities exchange, the fair market value shall be the average sales
price on such day on the New York Stock Exchange, or if the shares have
not been listed or admitted to trading on the New York Stock Exchange,
on such other securities exchange on which such stock is then listed or
admitted to trading, or if no sale takes place on such day on any such
exchange, the average of the closing bid and asked price on such day as
officially quoted on any such exchange;
(2) If the shares are not then listed or admitted to trading
on any securities exchange, the fair market value shall be the average
sales price on such day or, if no sale takes place on such day, the
average of the reported closing bid and asked price on such date, in
the over-the-counter market as furnished by the National Association of
Securities Dealers Automated Quotation ("NASDAQ"), or if NASDAQ at the
time is not engaged in the business of reporting such prices, as
furnished by any similar firm then engaged in such business and
selected by the Board; or
(3) If the shares are not then listed or admitted to trading
in the over-the-counter market, the fair market value shall be the
amount determined by the Board in a manner consistent with Treasury
Regulation Section 20-2031-2 promulgated under the Code or in such
other manner prescribed by the Secretary of the Treasury or the
Internal Revenue Service.
(d) Interpretation. The interpretation and construction by the
Compensation Committee of the terms and provisions of this Plan and of the
agreements governing options and rights granted under the Plan shall be final
and conclusive. No member of the Compensation Committee shall be liable for any
action taken or determination made in good faith.
(e) Amendments to Plan. The Compensation Committee may, without action
on the part of the stockholders of the Corporation, make such amendments to,
changes in and additions to the Plan as it may, from time to time, deem proper
and in the best interests of the Corporation; provided that the Compensation
Committee may not, without consent of the holder, take any action which
disqualifies any option granted under the Plan as an incentive stock option for
treatment as such or which adversely affects or impairs the rights of the holder
of any option outstanding under the Plan.
4. PARTICIPANTS; DURATION OF PLAN.
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(a) Eligibility and Participation. Options may be granted in the total
amount for the period as allocated by the Board as provided in Section 4(b)
below only to persons who at the time of grant are directors, key employees of,
or service providers to the Corporation, whether or not such persons are also
members of the Board; provided, however, that no incentive stock option may be
granted to a director of the Corporation unless such person is also an executive
employee of the Corporation.
(b) Allotment. The Board shall determine the aggregate number of shares
of Common Stock which may be optioned from time to time but the Compensation
Committee shall have sole authority to determine the number of shares and the
recipient thereof to be optioned at any time. The Compensation Committee shall
not be required to grant all options allocated by the Board for any given period
if it determines, in its sole and exclusive judgment, that such grant is not in
the best interests of the Corporation. The grant of an option to any person
shall neither entitle such individual to, nor disqualify such individual from,
participation in any other grant of options under the Plan.
(c) Duration of Plan. The term of the Plan, unless previously
terminated by the Board, is ten years or January 31, 2009. No option shall be
granted under the Plan unless granted within ten years after the adoption of the
Plan by the Board, but options outstanding on that date shall not be terminated
or otherwise affected by virtue of the Plan's expiration.
(d) Approval of Stockholders. If the Board issues any incentive stock
options, solely for the purposes of compliance with the Code provisions
pertaining to incentive stock options, the Plan shall be submitted to the
stockholders of the Corporation for their approval at a regular meeting to be
held within twelve months after adoption of the Plan by the Board. Stockholder
approval shall be evidenced by the affirmative vote of the holders of a majority
of the shares of Common Stock present in person or by proxy and voting at the
meeting. If the stockholders decline to approve the Plan at such meeting or if
the Plan is not approved by the stockholders within twelve months after its
adoption by the Board, no incentive stock options may be issued under the Plan
but all options granted under the Plan shall remain in full force and effect
regardless of Shareholder approval and the Plan may be used for future
nonincentive stock option issuances. If shareholders fail to approve the Plan,
all previously issued incentive stock options shall be automatically converted
to nonincentive stock options.
5. TERMS AND CONDITIONS OF OPTIONS AND RIGHTS.
(a) Individual Agreements. Options granted under the Plan shall be
evidenced by agreements in such form as the Board from time to time approves,
which agreements shall substantially comply with and be subject to the terms of
the Plan, including the terms and conditions of this Section 5.
(b) Required Provisions. Each agreement shall state (i) the total
number of shares to which it pertains, (ii) the exercise price for the shares
covered by the option, (iii) the time at which the option becomes exercisable,
(iv) the scheduled expiration date of the option, (v) the vesting period(s) for
such options, and (vi) the timing and conditions of issuance of any stock option
exercise.
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(c) Period. No option granted under the Plan shall be exercisable for a
period in excess of ten years from the date of its grant. All options granted
shall be subject to earlier termination in the event of termination of
employment, retirement or death of the holder as provided in Section 6 or as
otherwise set forth in the agreement granting the option. An option may be
exercised in full or in part at any time or from time to time during the term
thereof, or provide for its exercise in stated installments at stated times
during such term.
(d) No Fractional Shares. Options shall be granted and exercisable only
for whole shares; no fractional shares will be issuable upon exercise of any
option granted under the Plan.
(e) Method of Exercising Option. Options shall be exercised by written
notice to the Corporation, addressed to the Corporation at its principal place
of business. Such notice shall state the election to exercise the option and the
number of shares with respect to which it is being exercised, and shall be
signed by the person exercising the option. Such notice shall be accompanied (i)
by the certificate described in Section 8(b) and (ii) by payment in full of the
exercise price for the number of shares being purchased. Payment may be made in
cash or by bank cashier's check, except that, if and to the extent the
instrument evidencing the option so provides and if the Company is not then
prohibited from purchasing or acquiring shares of such stock. In lieu of cash,
such payment may be made in whole or in part with shares of the same class of
stock as are then subject to the option, delivered in lieu of cash concurrently
with such exercise, the shares so delivered to be valued on the basis of the
fair market value of the stock (determined in a manner specified in the
instrument evidencing the option) on the day preceding the date of exercise.
Alternatively, the Grantee may, in lieu of using previously outstanding shares
therefore, use some of the shares as to which the option is then being
exercised. The Corporation shall deliver a certificate or certificates
representing the option shares to the purchaser as soon as practicable after
payment for those shares has been received. If an option is exercised by any
person other than the optionholder, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the option. All shares
that are purchased and paid for in full upon the exercise of an option shall be
fully paid and non-assessable.
(f) No Rights of a Stockholder. An optionholder shall have no rights as
a stockholder with respect to shares covered by an option. No adjustment will be
made for dividends with respect to an option for which the record date is prior
to the date a stock certificate is issued upon exercise of an option. Upon
exercise of an option, the holder of the shares of Common Stock so received
shall have all rights of a stockholder of the Corporation as of the date of
issuance.
(g) Compliance with Law. No shares of Corporation Common Stock shall be
issued or transferred upon the exercise of any option unless and until all legal
requirements applicable to the issuance or transfer of such shares have been
completed.
(h) Other Provisions. The option agreements may contain such other
provisions as the Board deems necessary to effectuate the sense and purpose of
the Plan, including covenants on the holder's part not to compete and remedies
to the Corporation in the event of the breach of any such covenant.
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6. TERMINATION OF EMPLOYMENT; ASSIGNABILITY; DEATH.
(a) Termination of Employment. If any optionholder ceases to be a
director or employee of the Corporation, or ceases to render services pursuant
to a consulting, management or other agreement, other than for death, disability
or discharge for cause, such holder (or successors or transferees) may, within
six months after the date of termination (three months in the case of incentive
stock options), but in no event after the stated expiration date, purchase some
or all of the shares with respect to which such optionholder was entitled to
exercise such option, on the date such employment, directorship, or consulting
relationship terminated and the option shall thereafter be void for all
purposes. Any termination of an agreement pursuant to which services are
rendered to the Corporation by any party who is an optionholder, without a
renewal of that agreement or entry into a similar successor agreement, may be
treated as a termination of the employment of the third party.
(b) Assignability. Options granted under the Plan and the privileges
conferred thereby shall not be assignable or transferable, unless the
Compensation Committee provides otherwise. Options shall be exercisable by such
transferee as set forth in this Section 6.
(c) Disability. If the employment or directorship of the optionholder
is terminated due to disability, the optionholder (or transferee of the
optionholder) may exercise the options, in whole or in part, to the extent they
were exercisable on the date when the optionholder's employment or directorship
terminated, at any time prior to the expiration date of the options or within
one year of the date of termination of employment or directorship, whichever is
earlier.
(d) Discharge for Cause. If the employment or directorship of the
optionholder with the Corporation is terminated due to discharge for cause, the
options shall terminate upon receipt by the optionholder of notice of such
termination or the effective date of the termination, whichever is earlier.
Discharge for cause shall include discharge for personal dishonesty, willful
misconduct in performance of duties, failure, impairment or inability to perform
required duties, inefficiencies or omissions in performing required duties,
breach of fiduciary duty or conviction of any felony or crime of moral
turpitude. The Compensation Committee shall have the sole and exclusive right to
determine whether the optionholder has been discharged for cause for purposes of
the Plan and the date of such discharge.
(e) Death of Holder. If optionholder dies while in the Corporation's
employ or while rendering consulting services to the Corporation, an option
shall be exercisable until the stated expiration date thereof by the person or
persons ("successors") to whom the holder's rights pass under will or by the
laws of descent and distribution or by transferees of the optionholders, as the
case may be, but only to the extent that the holder was entitled to exercise the
option at the date of death. An option may be exercised (and payment of the
option price made in full) by the successors or transferees only after written
notice to the Corporation, specifying the number of shares to be purchased or
rights to be exercised. Such notice shall comply with the provisions of Section
5(e), and shall be accompanied by the certificate required by Section 8(b).
7. CERTAIN ADJUSTMENTS.
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(a) Capital Adjustments. Except as limited by Section 422 of the Code,
the aggregate number of shares of Common Stock subject to the Plan, the number
of shares covered by outstanding options, and the price per share stated in such
options shall be proportionately adjusted for any increase or decrease in the
number of outstanding shares of Common Stock of the Corporation resulting from a
subdivision or consolidation of shares or any other capital adjustment or the
payment of a stock dividend or any other increase or decrease in the number of
such shares effected without receipt by the Corporation of consideration
therefor in money, services or property.
(b) Corporate Reorganizations. Upon the dissolution or liquidation of
the Corporation, or upon a reorganization, merger or consolidation of the
Corporation as a result of which the outstanding securities of the class then
subject to options hereunder are changed into or exchanged for cash or property
or securities not of the Corporation's issue, or any combination thereof, or
upon a sale of substantially all of the property of the Corporation to, or the
acquisition of stock representing more than eighty percent (80%) of the voting
power of the stock of the Corporation then outstanding by another corporation or
by a group of persons who are required to file a Form 13D under the Securities
Exchange Act of 1934 ("34 Act"), the Plan shall terminate, and all options
theretofore granted hereunder shall terminate, unless provision be made in
writing in connection with such transaction for the continuance of the Plan or
for the assumption of options covering the stock of a successor employer
corporation, or a parent or a subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices, in which event the Plan and
options theretofore granted shall continue in the manner and under the terms so
provided. If the Plan and unexercised options shall terminate pursuant to the
foregoing sentence, all persons entitled to exercise any unexercised portions of
options then outstanding shall have the right, at such time prior to the
consummation of the transaction causing such termination as the Corporation
shall designate, to exercise the unexercised portions of their options,
including the portions thereof which would, but for this paragraph entitled
"Corporate Reorganizations," not yet be exercisable.
8. DELIVERY OF STOCK; LEGENDS, REPRESENTATIONS.
(a) Legend on Certificates. All certificates representing shares of
Common Stock issued upon exercise of options granted under the Plan shall be
endorsed with a legend reading as follows:
The shares of Common Stock evidenced by this certificate have been
issued to the registered owner in reliance upon written representations that
these shares have been purchased solely for investment. These shares may not be
sold, transferred or assigned unless in the opinion of the Corporation and its
legal counsel such sale, transfer or assignment will not be in violation of the
Securities Act of 1933, as amended, and the Rules and Regulations thereunder.
(b) Private Offering for Investment Only. The options are and shall be
made available only to a limited number of present and future key executives,
directors, services providers and key employees who have knowledge of the
Corporation's financial condition, management and its affairs. The Plan is not
intended to provide additional capital for the Corporation, but to encourage
stock ownership among the Corporation's key personnel. By the act of accepting
an option, each optionholder agrees (i) that, if he,
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his successors, or his transferees exercise his option, he his successors, or
his transferees will purchase the subject shares solely for investment and not
with any intention at such time to resell or redistribute those shares, and (ii)
that he, his successors, or his transferees will confirm such intention by an
appropriate certificate at the time the option is exercised. However, the
neglect or failure to execute such a certificate shall not limit or negate the
foregoing agreement.
9. COMPLIANCE WITH LEGAL REQUIREMENTS.
(a) For Investment Only. If, at the time of exercise of this option,
there is not in effect as to the Option Shares being purchased a registration
statement under the Securities Act of 1933, as amended (or any successor
statute) (collectively the 1933 Act"), then the exercise of this option shall be
effective only upon receipt by the Corporation from the key employee or service
provider (or his legal representatives or heirs) of a written representation
that the option shares are being purchased for investment and not for
distribution.
(b) Registration Statement Preparation. The key employee or service
provider hereby agrees to supply the Corporation with such information and to
cooperate with the Corporation, as the Corporation may reasonably request, in
connection with the preparation and filing of the registration statements and
amendments thereto under the Securities Act of 1933 and applicable state
statutes and regulations applicable to the option shares. The Corporation shall
not be liable for failure to issue any such option shares where such opinion of
counsel cannot be obtained within the period specified for the exercise of the
option, or where such registration is required in the opinion of counsel. If
shares of Common Stock of the Corporation are, at the time of the exercise of
this option, listed upon a securities exchange, the exercise of this option
shall be contingent upon completion of the necessary steps to list the option
shares being purchased upon such securities exchange.
(c) Additional Restrictions on Option Exercise. Officers or any other
employee or service providers who are privy to material confidential information
of the Company as determined by the Committee may only exercise options during
the period commencing three days following the release for publication of
quarterly or annual financial information regarding the Corporation and ending
two weeks prior to the end of the then current fiscal quarter of the Corporation
(the "Release Period").
A "release for publication" shall be deemed to be satisfied if the
specified financial data appears:
(1) On a wire service;
(2) A financial news service;
(3) In a newspaper of general circulation; or
(4) Is otherwise made publicly available.
Notwithstanding any provision to the contrary contained herein, a key
employee or service provider may exercise options only so long as such exercise
does not violate the law or any rule or regulation adopted by the appropriate
governmental authority.
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10. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Common Stock pursuant
to the exercise of options will be used for general corporate purposes.
11. WITHHOLDING OF TAXES.
The Corporation shall have the right to deduct from any other compensation of
the option holder any federal, state or locate income taxes (including FICA)
required by law to be withheld with respect to the granting or exercise of any
options.
DATED as of the 31st day of January, 1999.
iBIZ TECHNOLOGY CORP., a
Florida corporation
By __________________
Kenneth Schilling, President and
Chief Executive Officer
ATTESTED BY:
Name:____________________________
Title: Secretary
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PROXY / VOTING INSTRUCTION CARD
iBIZ's Directors recommend a vote FOR proposals 1, 2, and 3. SHARES
WILL BE SO VOTED UNLESS OTHERWISE INDICATED.
FOR WITHHELD
1. Election of Directors (see reverse) [ ] [ ]
[ ] FOR, except vote WITHHELD from the following nominee(s):
FOR AGAINST ABSTAIN
2. Adoption of Stock Option Plan [ ] [ ] [ ]
3. Ratification of appointment of [ ] [ ] [ ]
auditors
[ ] Will attend Annual Meeting
[ ] If you are receiving multiple copies of stockholder publications, check box
to discontinue mailings to this account.
- -----------------------------------------------------------------------------
Signature(s) Date
Please sign and date here, detach and return in enclosed envelope.
[IBIZ LOGO]
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[IBIZ LOGO]
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
August 8, 2001
PROXY/VOTING INSTRUCTION CARD
Kenneth W. Schilling, Terry S. Ratliff, and Mark H. Perkins, or any of
them individually and each of them with the power of substitution, are hereby
appointed Proxies of the undersigned to vote all common stock of iBIZ Technology
Corp. owned on the record date by the undersigned at the Annual Meeting of
Stockholders to be held in the executive offices of the Company, at 10 a.m. MST
on Wednesday, August 8, 2001, or any adjournment thereof.
THE PROXIES WILL VOTE USING THE DIRECTIONS PROVIDED ON THE REVERSE SIDE
OF THIS CARD. IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED AS
RECOMMENDED BY THE BOARD OF DIRECTORS. THE PROXIES ARE ALSO AUTHORIZED TO VOTE
UPON ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, OR ANY
ADJOURNMENT THEREOF, UTILIZING THEIR OWN DISCRETION AS SET FORTH IN THE NOTICE
OF 2001 ANNUAL MEETING AND PROXY STATEMENT.
Election of Directors, Nominees:
1. Kenneth W. Schilling; 2. Terry S. Ratliff; and 3. Mark H. Perkins
(Shares will be voted as directed if this card is: 1. signed and
returned or 2. other specific arrangements are made to have the shares
represented at the meeting.)