SCHEDULE 14C
(RULE 14C-101)
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[X] 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
February 24, 2003
This information statement has been mailed on or about February 24,
2003 to the stockholders of record on February 13, 2003 (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 February 13, 2003. The actions to be taken pursuant
to the written consent shall be taken on or about March 15, 2003, 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 FEBRUARY 13, 2003
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 February 13, 2003, in
lieu of a special meeting of the stockholders. Such actions will be taken on or
about March 15, 2003:
1. The Company will amend its certificate of incorporation to
increase the authorized amount of common stock from
450,000,000 shares to 5,000,000,000 shares.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization
consisted of 450,000,000 shares of common stock, par value $.001 per share,
("Common Stock") of which 180, 004, 380 shares are 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 proposal by
resolution dated February 13, 2003; and having sufficient voting power to
approve such proposal 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 proposal 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 March 15, 2003.
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.
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AMENDMENT TO THE ARTICLES OF INCORPORATION
On February 13, 2003, the majority stockholders of the Company
authorized an amendment to the Company's certificate of incorporation to
increase the number of authorized shares of common stock from 450,000,000 to
5,000,000,000. The Company currently has authorized capital stock of 450,000,000
of shares of common stock and approximately 180,004,380 shares of common stock
are outstanding as of the Record Date. The Board believes that the increase in
authorized shares would provide the Company greater flexibility with respect to
the Company's capital structure for such purposes as additional equity
financing, and stock based acquisitions.
INCREASE IN AUTHORIZED COMMON STOCK
The terms of the additional shares of common stock will be identical to
those of the currently outstanding shares of common stock. However, because
holders of common stock have no preemptive rights to purchase or subscribe for
any unissued stock of the Company, the issuance of additional shares of common
stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of common stock. This amendment will not alter the
current number of issued shares. The relative rights and limitations of the
shares of common stock would remain unchanged under this proposal.
As of February 13, 2003, a total of 180,004,380 shares of the Company's
currently authorized shares of common stock are issued and outstanding. The
increase in the number of authorized but unissued shares of common stock would
enable the Company, without further stockholder approval, to issue shares from
time to time as may be required for proper business purposes, such as raising
additional capital for ongoing operations, business and asset acquisitions,
stock splits and dividends, present and future employee benefit programs and
other corporate purposes.
One of the effects of proposed amendment might be to enable the Board
to render it more difficult to, or discourage an attempt to, obtain control of
the Company by means of a merger, tender offer, proxy contest or otherwise, and
thereby protect the continuity of present management. The Board would, unless
prohibited by applicable law, have additional shares of common stock available
to effect transactions (such as private placements) in which the number of the
Company's outstanding shares would be increased and would thereby dilute the
interest of any party attempting to gain control of the Company. Such action
could discourage an acquisition of the Company, which stockholders might view as
desirable.
While the amendment may have anti-takeover ramifications, the Board
believes that the financial flexibility offered by the amendment outweighs any
disadvantages. To the extent that the amendment may have anti-takeover effects,
the amendment may encourage persons seeking to acquire the Company to negotiate
directly with the Board enabling the Board to consider the proposed transaction
in a manner that best serves the stockholders' interests.
ADDITIONAL INFORMATION
The Company's annual report on Form 10-KSB for the period ending
October 31, 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
February 24, 2003
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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:
FIRST: That the Board of Directors of the Corporation, in lieu of
meeting by consent, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and
in the best interest of the Corporation that Article IV of the
Certificate of Incorporation be superceded and replaced as follows:
CAPITAL STOCK. The Corporation is authorized to issue two classes of
stock. One class of stock shall be Common Stock, par value $0.001. The
second class of stock shall be Preferred Stock, par value $0.001. The
Preferred Stock, or any series thereof, shall have such designations,
preferences and relative, participating, optional or other annual
rights and qualifications, limitations or restrictions thereof as shall
be expressed in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors and may be made
dependent upon facts ascertainable outside such resolution or
resolutions of the board of directors, provided that the matter in
which such facts shall operate upon such designations, preferences,
rights and qualifications; limitations or restrictions of such class or
series of stock is clearly and expressly set forth in the resolution or
resolutions providing for the issuance of such stock by the board of
directors.
The total number of shares of stock of each class which the
Corporation shall have authority to issue and the par value of each
share of each class of stock are as follows:
Class Par Value Authorized Shares Total
-----------------------------------------------------------------------
Common $0.001 5,000,000,000 $5,000,000
Preferred $0.001 50,000,000 50,000
-------------- ----------
Totals: 5,050,000,000 $5,050,000
============== ==========
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RESOLVED, that the appropriate corporate officers be, and each
of them with full authority to act without the others hereby is,
authorized and directed for and on behalf of the Corporation to take or
cause to be taken any and all actions, to execute and deliver any and
all certificates, instructions, requests, or other instruments, and to
do any and all things which, in any such officer's judgment, may be
necessary or desirable to effect each of the foregoing resolutions and
to carry out the purposes thereof, the taking of any such actions, the
execution and delivery of any such certificates, instructions,
requests, or instruments, or the doing of any such things to be
conclusive evidence of their necessity or desirability.
SECOND: That the aforesaid amendment has been consented to and
authorized by the holders of a majority of the issued and outstanding stock
entitled to vote by written consent given in accordance with the provisions of
Section 607.1003 of the General Corporation Law of the State of Florida.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed this ?th day of March 2003.
By:
---------------------------
Name: Kenneth W. Schilling
Title: Chief Executive Officer
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