As filed with the Securities and Exchange Commission on March 5, 2002 Reg. No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
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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
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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
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Common Stock 15,750,000 $0 .01 $157,500 $14.50
($.001 par value)
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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
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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.
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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.
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(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.
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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
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/s/Kenneth W. Schilling President and Director March 5, 2002
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Kenneth W. Schilling
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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)
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