U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
INTERNET BUSINESS'S INTERNATIONAL, INC.
(Exact name of registrant as specified in its
charter)
Nevada 33-0845463
(State of Incorporation) (I.R.S. Employer ID No.)
3900 Birch Street, Suite 111, Newport Beach,
California 92660
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and
Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite
113, Newport Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount
Securities Registered Maximum Aggregate of
to be Offering Offering Reg Fee
Registered Price Per Price
Share
Common
Stock 10,000,000 $0.001 $10,000 $2.64
(1) The Offering Price is used solely for purposes of
estimating the registration fee pursuant to Rule
457(h) promulgated pursuant to the Securities Act of
1933. The Offering Price per Share is established
pursuant to a Retainer Stock Plan for Non-Employee
Directors and Consultants, set forth in Exhibit 4.1
to this Form S-8 (see Exhibit Index on page 7).
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
See Item 2 below.
Item 2. Registrant Information and Employee Plan
Annual Information.
The documents containing the information specified in
Part I, Items 1 and 2, will be delivered to each of
the participants in accordance with Form S-8 and Rule
428 promulgated under the Securities Act of 1933. The
participants shall provided a written statement
notifying them that upon written or oral request they
will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the
registration statement, and (ii) other documents
required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these
documents are incorporated by reference in the
Section 10(a) prospectus, and shall include the
address (giving title or department) and telephone
number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-K
for the fiscal year ended June 30, 1999.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the registration documents referred
to in (a) above.
All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in
the registration statement and to be part thereof
from the date of filing of such documents.
Item 4. Description of Securities.
General Description.
The Articles of Incorporation authorize the issuance
of 199,000,000 shares of common stock, with a par
value of $0.001. The holders of the Shares: (a) have
equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the
Board of Directors of the Company; (b) are entitled
to share ratably in all of the assets of the Company
available for distribution upon winding up of the
affairs of the Company; and (c) are entitled to one
non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of
shareholders. These securities do not have any of the
following rights: (a) cumulative or special voting
rights; (b) preemptive subscription or conversion
rights and there is no redemption or sinking fund
applicable thereto; (c) preference as to dividends or
interest; (d) preference upon liquidation; or (e) any
other special rights or preferences. In addition,
the Shares are not convertible into any other
security. There are no restrictions on dividends
under any loan other financing arrangements or
otherwise.
Non-Cumulative Voting.
The holders of Shares of Common Stock of the Company
do not have cumulative voting rights, which means
that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can
elect all of the directors to be elected, if they so
choose. In such event, the holders of the remaining
Shares will not be able to elect any of the Company's
directors.
Dividends.
The Company does not currently intend to pay cash
dividends. The Company's proposed dividend policy is
to make distributions of its revenues to its
stockholders when the Company's Board of Directors
deems such distributions appropriate. Because the
Company does not intend to make cash distributions,
potential shareholders would need to sell their
shares to realize a return on their investment. There
can be no assurances of the projected values of the
shares, nor can there be any guarantees of the
success of the Company.
A distribution of revenues will be made only when, in
the judgment of the Company's Board of Directors, it
is in the best interest of the Company's stockholders
to do so. The Board of Directors will review, among
other things, the investment quality and
marketability of the securities considered for
distribution; the impact of a distribution of the
investee's securities on its customers, joint venture
associates, management contracts, other investors,
financial institutions, and the company's internal
management, plus the tax consequences and the market
effects of an initial or broader distribution of such
securities.
Possible Anti-Takeover Effects of Authorized but
Unissued Stock.
One effect of the existence of authorized but
unissued capital stock of the Company may be to
enable the Board of Directors to render more
difficult or to discourage an attempt to obtain
control of the Company by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to
protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations,
for example, the Board of Directors were to determine
that a takeover proposal was not in the Company's
best interests, such shares could be issued by the
Board of Directors without stockholder approval in
one or more private placements or other transactions
that might prevent, or render more difficult or
costly, completion of the takeover transaction by
diluting the voting or other rights of the proposed
acquiror or insurgent stockholder or stockholder
group, by creating a substantial voting block in
institutional or other hands that might undertake to
support the position of the incumbent Board of
Directors, by effecting an acquisition that might
complicate or preclude the takeover, or otherwise.
Item 5. Interest of Named Experts and Counsel.
No named expert or counsel was hired on a contingent
basis, will receive a direct or indirect interest in
the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or
employee of the registrant.
Item 6. Indemnification of Directors and Officers.
Article V of the registrant's bylaws provide for the
indemnification of the directors and officers of the
registrant against expense of any action to which he
was or is a party to is threatened to be made a party
by reason of the fact that he is or was an officer of
the registrant. Such indemnification shall be
available if the director or officer acted in good
faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the
registrant, and, if it is a criminal action, he had
no reasonable cause to believe his conduct was
unlawful. If the action be one by or in the right of
the registrant to procure a judgment in its favor,
then in addition to the preceding requirements, an
officer or director shall be indemnified only is he
is not adjudged to be liable for negligence or
misconduct in the performance of his duty to the
registrant, or is he is adjudged to be liable for
negligence or misconduct in such performance, then he
shall be indemnified only to the extent that the
court in which such action was brought shall
determine that in view of all the circumstances, such
person is fairly and reasonably entitled to indemnity
for such expenses incurred. If there is
indemnification, then it shall be for expenses
actually and reasonably incurred by him in connection
with such action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits required by Item 601 of Regulation S-K,
and an index thereto, are attached.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers
or sales are being made, a post-effective amendment
to this registration statement:
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment 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 means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities 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.
(e) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security
holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim
financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically
incorporated by reference in the prospectus to
provide such interim financial information
(h) That insofar as indemnification for liabilities
arising under the Securities Act of 1933 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 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 Act and will be governed by the
final adjudication of such issue.
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 on Form S-8 and has duly
caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly
authorize, in the City of Newport Beach, State of
California, on October 6, 1999.
Internet Business's International, Inc.
By: /s/ Albert R. Reda
Albert R. Reda
Chief Executive Officer/Secretary
Special Power of Attorney
The undersigned constitute and appoint Albert R. Reda
their true and lawful attorney-in-fact and agent with
full power of substitution, for him and in his name,
place, and stead, in any and all capacities, to sign
any and all amendments, including post-effective
amendments, to this Form S-8 Registration Statement,
and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite
and necessary to be done in and about the premises,
as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and
confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by
the following persons in the capacities and on the
date indicated:
Signature Title Date
/s/ Albert R. Reda Chief Executive Oct 6, 1999
Albert R. Reda Officer, Secretary
and Director
/s/ Louis Cherry Chairman of the Board Oct 6, 1999
Louis Cherry President, and
Treasurer (Principal
Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
4.1 Retainer Stock Plan for Non-Employee See Below
Directors and Consultants
4.2 Consulting Services Agreement
(Mark Crist) See Below
5- 24.1 Opinion Re: Legality; Consent of See Below
Counsel
24.2 Consent of Accountant See Below
25 Special Power of Attorney See
Signature
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