SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Integrated Business Systems and Services, Inc.
(Exact Name of Registrant as Specified in its Charter)
South Carolina 57-0910139
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
1601 Shop Road, Suite E
Columbia, South Carolina 29201
(Address of Principal Executive Offices) (Zip Code)
Integrated Business Systems and Services, Inc. 2002 Stock Option Plan
Silenus Restricted Stock Grant
(Full Title of the Plans)
George E. Mendenhall
Chief Executive Officer
1601 Shop Road, Suite E
Columbia, South Carolina 29201
(803) 736-5595
(Name and Address, Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
- ------------------------------ ---------------- ---------------- -------------------- ------------------
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered (1) Per Share (2) Price (2) Registration Fee
- ------------------------------ ---------------- ---------------- -------------------- ------------------
Common Stock, no par value (3) 1,500,000 $0.01 $15,000 $1.38
- ------------------------------ ---------------- ---------------- -------------------- ------------------
Silenus 56,818 $.22 $12,500 $1.15
- ------------------------------ ---------------- ---------------- -------------------- ------------------
Total - - $27,500 $2.53
- ------------------------------ ---------------- ---------------- -------------------- ------------------
1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also registers such indeterminate number of
additional shares as may become issuable under the plans in connection with
share splits, share dividends, and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
based on the exercise prices of outstanding options.
3) Includes 1,500,000 shares issuable pursuant to options granted under the
Integrated Business Systems and Services, Inc. ("IBSS") 2002 Stock Option
Plan.
(4) Includes 56,818 shares issuable included in the Silenus Group Restricted
Stock Grant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 relates to the shares of common
stock, no par value per share, of Integrated Business Systems and Services, Inc.
(the "Company") issuable pursuant to the terms of the following benefit plans,
agreements or arrangements:
- ---------- ----------------------------------------------------------------
Shares Description
- ---------- ----------------------------------------------------------------
1,500,000 Integrated Business Systems and Services, Inc. 2002 Stock Option
Incentive Plan (the "2002 Plan").
56,818 Silenus Group Restricted Stock Grant
- ---------- ----------------------------------------------------------------
A prospectus regarding the 2002 Plan Plan meeting the requirements of
Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"),
will be distributed as specified by Rule 428(b) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Registrant's Annual Report filed with the Commission on Form
10-KSB dated December 31, 2002.
(b) The Registrant's Quarterly Report filed with the Commission on Form
10-QSB dated March 31,2003.
(c) The description of the common stock, no par value, of the Registrant
contained in the Registrant's Registration Statement on Form 8-A filed
with the Commission on April 16, 1998 (File no. 0-24031), including
any amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the South Carolina Business Corporations Act of 1988, as
amended, the Registrant's Amended and Restated Articles of Incorporation provide
that a director of the Registrant shall not be personally liable to the
Registrant or any of its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) for acts
or omissions not in good faith or which involve gross negligence, intentional
misconduct or a knowing violation of law, (iii) for any unlawful distribution as
set forth in the Code of Laws of South Carolina or (iv) for any transaction from
which the director derived an improper personal benefit. These provisions may
have the effect in certain circumstances of reducing the likelihood of
derivative litigation against directors. While these provisions eliminate the
right to recover monetary damages from directors except in limited
circumstances, rights to seek injunctive or other non-monetary relief is not
eliminated.
The Registrant's Bylaws set forth certain indemnification provisions as
a contractual right of the Registrant's directors, officers and agents.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the arrangements described above, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Exhibit Index to this Registration Statement
are incorporated herein by reference.
Item 9. Undertakings.
(a) Rule 415 Offerings. 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;
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(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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 the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;
provided, however, that paragraphs (i) and (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by
those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) Incorporation of Subsequent Exchange Act Documents. The
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act 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.
(c) Indemnification of Management and Control Persons. Insofar
as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in
such 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 authorized, in the City of Columbia, State of South Carolina, on June 11,
2003.
INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
By: /s/ George E. Mendenhall
----------------------------------------------
George E. Mendenhall, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ GEORGE E. MENDENHALL Chairman of the Board and Chief Executive June 23, 2003
- ------------------------ Officer
George E. Mendenhall
/s/ STUART E. MASSEY Executive Vice President and Director June 23, 2003
- --------------------
Stuart E. Massey
/s/ CARL JOSEPH BERGER, JR. Director June 23, 2003
- ---------------------------
Carl Joseph Berger, Jr.
/s/ RICHARD D. PULFORD Director June 23, 2003
- ----------------------
Richard D. Pulford
/s/ DOLLIE COLE Director June 23, 2003
- ---------------
Dollie Cole
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 - Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
23.1 - Consent of Scott McElveen, LLP.
23.2 - Consent of Nexsen Pruet Jacobs & Pollard, LLP (included
in their opinion filed as Exhibit 5.1)
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