SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
IBIZ TECHNOLOGY CORP.
(Name of Registrant As Specified In Its Charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
IBIZ TECHNOLOGY CORP.
2238 WEST LONE CACTUS, PHOENIX, ARIZONA 85027
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US
A PROXY THE ACTIONS DESCRIBED BELOW HAVE ALREADY BEEN APPROVED BY WRITTEN
CONSENT OF HOLDERS OF A MAJORITY OF IBIZ TECHNOLOGY CORP. OUTSTANDING SHARES OF
COMMON STOCK. A VOTE OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
Phoenix, Arizona
September __, 2002
This information statement has been mailed on September __, 2002 to the
stockholders of record on August , 2002 (the "Record Date") of iBIZ Technology
Corp., a Florida corporation (the "Company") in connection with certain actions
to be taken by the written consent of the majority stockholders of the Company,
dated as of August , 2002. The actions to be taken pursuant to the written
consent shall be taken on or about September , 2002, 20 days after the mailing
of this information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By Order of the Board of Directors,
/s/ Kenneth Schilling
Chairman of the Board
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NOTICE OF ACTION TO BE TAKEN
PURSUANT TO THE
WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
IN LIEU OF A SPECIAL MEETING OF THE STOCKHOLDERS
DATED AUGUST __, 2002
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the following action will be taken pursuant
to the written consent of a majority of stockholders dated August __, 2002, in
lieu of a special meeting of the stockholders. Such actions will be taken on or
about September __, 2002:
1. The Company will effect a one-for-ten reverse stock split (the
"Reverse Stock Split") of the Company's Common Stock.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 450,000,000 shares of Common Stock, of which [xxxxxxx] were issued
and outstanding as of the Record Date, and 50,000,000 shares of blank check
preferred stock, of which no shares are issued or outstanding. Holders of Common
Stock of the Company have no preemptive rights to acquire or subscribe to any of
the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. However, because stockholders holding at
least a majority of the voting rights of all outstanding shares of capital stock
as at the Record Date have voted in favor of the foregoing proposals by
resolution dated August __, 2002; and having sufficient voting power to approve
such proposals through their ownership of capital stock, no other stockholder
consents will be solicited in connection with this Information Statement.
Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as
amended, the proposals will not be adopted until a date at least 20 days after
the date on which this Information Statement has been mailed to the
stockholders. The Company anticipates that the actions contemplated herein will
be effected on or about the close of business on September , 2002.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
the Common Stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
This Information Statement will serve as written notice to stockholders
pursuant to Section 607.0705 of the Florida Business Corporation Act.
ONE FOR TEN REVERSE SPLIT
On August 21, 2002, the majority stockholders of the Company authorized
a Reverse Stock Split pursuant to which each ten currently outstanding shares of
Common Stock (the "Old Shares") would be automatically converted into one share
of Common Stock (the "New Shares"). The reason for the Reverse Stock Split is to
increase the per share stock price. The Company believes that if it is
successful in maintaining a higher stock price, the stock will generate greater
interest among professional investors and institutions. If the Company is
successful in generating interest among such entities, it is anticipated that
the shares of its Common Stock would have greater liquidity and a stronger
investor base. No assurance can be given, however, that the market price of the
New Shares will rise in proportion to the reduction in the number of outstanding
shares resulting from the Reverse Stock Split. The New Shares issued pursuant to
the Reverse Stock Split will be fully paid and non-assessable. All New Shares
will have the same par value, voting rights and other rights as Old Shares.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock, which may be issued.
The one for one ten reverse Stock Split is being effectuated by
reducing the number of issued and outstanding shares at the ratio of 10 to 1.
Accordingly, as a result of the Reverse Stock Split, the Company will have
approximately __________authorized unissued shares, which shares may be issued
in connection with acquisitions or subsequent financings. There can be no
assurance that the Company will be successful in making any such acquisitions or
obtaining any such financings. In addition, the Reverse Stock Split has
potentially dilutive effects on each of the shareholders. Each of the
shareholders may be diluted to the extent that any of the authorized but
unissued shares are subsequently issued.
The Reverse Stock Split will not alter any shareholder's percentage
interest in the Company's equity, except to the extent that the Reverse Stock
Split results in any of the Company's shareholders owning a fractional share. In
lieu of issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock. The principal
effects of the Reverse Stock Split will be that the number of shares of Common
Stock issued and outstanding will be reduced from ________ to approximately
__________ and the Company's stated capital will be reduced by approximately
$________ and its additional paid-in capital will be increased by approximately
$_____.
In addition, commencing with the effective date of the Reverse Stock
Split, all outstanding options entitling the holders thereof to purchase shares
of the Company's common stock will entitle such holders to receive, upon
exercise of their options, one-tenth of the number of shares of the Company's
common stock which such holders may purchase upon exercise of their options. In
addition, commencing on the effective date of the Reverse Stock Split, the
exercise price of all outstanding options will be increased by a multiple of
ten.
Under the Florida Business Corporation Act, the state in which the
Company is incorporated, the Reverse Stock Split does not require the Company to
provide dissenting shareholders with a right of appraisal and the Company will
not provide shareholders with such right.
The Company believes that the Federal income tax consequences of the
reverse stock split to holders of Common Stock will be as follows:
(i) Except as explained in (v) below, no income gain or loss will
be recognized by a shareholder on the surrender of the current
shares or receipt of the certificate representing new
post-split shares.
(ii) Except as explained in (v) below, the tax basis of the New
Shares will equal the tax basis of the Old Shares exchanged
therefor.
(iii) Except as explained in (v) below, the holding period of the
New Shares will include the holding period of the Old Shares
if such Old Shares were held as capital assets.
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(iv) The conversion of the Old Shares into the new shares will
produce no taxable income or gain or loss to the Company.
(v) The Federal income tax treatment of the receipt of the
additional fractional interest by a shareholder is not clear
and may result in tax liability not material in amount in view
of the low value of such fractional interest.
The Company's opinion is not binding upon the Internal Revenue Service
or the courts, and there can be no assurance that the Internal Revenue Service
or the courts will accept the positions expressed above.
The state and local tax consequences of the Reverse Stock Split may
vary significantly as to each shareholder, depending upon the state in which
he/she resides. Shareholders are urged to consult their own tax advisors with
respect to the Federal, State and local tax consequences of the Reverse Stock
Split.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the period ending
October 31, 2001 and quarterly report on Form 10-QSB for the quarter ended April
30, 2002 are being delivered to you with this Information Statement. The Company
will furnish a copy of any exhibit thereto or other information upon request by
a stockholder to the Company's principal offices at iBiz Technology Corp., 2238
West Lone, Cactus, Phoenix, AZ 85027, Attention: Kenneth Schilling.
By Order of the Board of Directors,
/s/ Kenneth Schilling
Kenneth Schilling
Chairman of the Board
Phoenix, Arizona
September __, 2002
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EXHIBIT A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
IBIZ TECHNOLOGY CORP.
P94000026209
(Document Number of Corporation)
Pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act, iBIZ Technology Corp., a Florida corporation (the
"Corporation"), adopts the following articles of amendment to its articles of
incorporation:
1. The articles of incorporation of the Corporation is hereby amended
by inserting the following paragraph at the end of Article Fourth:
"Effective upon the filing with the Secretary of State of
Florida, this Articles of Amendment to the Amended and Restated
Articles of Incorporation (the "Effective Time"), each 10 shares of
common stock of the Company, par value $0.001 per share (the "Old
Common Stock"), issued and outstanding or reserved for issuance or held
in treasury shall automatically, and without any action by the holder
thereof, be reclassified into 1 share of common stock of the Company,
par value $0.001 per share (the "New Common Stock"), and each
certificate which prior to the Effective Time represented 10 shares of
the Old Common Stock shall, from and after the Effective Time, be
deemed to represent 1 share of the New Common Stock. All fractional
shares shall be rounded up to the next whole number of shares. The
authorized capital stock of the Corporation will not be reduced under
or by reason of any amendment herein certified."
2. This Articles of Amendment to the Articles of Incorporation has been
duly adopted by the unanimous written consent of the Corporation's Board of
Directors and a majority of the Corporation's stockholders in accordance with
the provisions of Sections 607.10025, 607.0704, and 607.0821 of the Florida
Business Corporation Act.
IN WITNESS WHEREOF, this Articles of Amendment to the Articles of
Incorporation to be signed by its Chairman of the Board this __ day of
September, 2002.
IBIZ TECHNOLOGY CORP.
By:
-------------------------------
Kenneth Schilling, Chairman