IBZT ,FORM S-8 67,740,459 $0.0055
REGISTRATION STATEMENT
Under
The Securities Act of 1933
iBIZ TECHNOLOGY CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 86-0933890
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2238 WEST LONE CACTUS DRIVE
PHOENIX, ARIZONA 85027
(Address of principal executive offices) (Zip Code)
COMPENSATION AGREEMENT
&
2003-A STOCK PLAN
(Full Title of the Plan)
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Kenneth Schilling, President
2238 West Lone Cactus Drive
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
-------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
---------- ----------- ------------ ---------- -----------
Common Stock 67,740,459 $0.0055 $372,572.53 $34.28
$0.001 par value per share
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2003-A Stock Plan and Compensation Agreement, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of iBIZ Technology Corp.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of Common Stock of iBIZ Technology Corp. on June 9, 2003.
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EXPLANATORY NOTE
The Prospectus filed as part of this Registration Statement has been prepared in accordance with the requirements of Form S-3 and may be used for reofferings and resales of registered shares of common stock which have been issued upon to employees, non-employee directors and consultants of iBIZ Technology Corp.
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Prospectus
iBIZ TECHNOLOGY CORP.
67,740,459 SHARES OF COMMON STOCK
issued pursuant to the
2003-A STOCK INCENTIVE PLAN
and
COMPENSATION AGREEMENTS
This prospectus relates to the sale of up to 67,740,459 shares of common stock of iBIZ Technology Corp. offered by the selling stockholders pursuant to our 2003-A Stock Incentive Plan and Compensation Agreements. The shares may be offered by the selling stockholders from time to time in regular brokerage transactions, in transactions directly with market makers or in certain privately negotiated transactions. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution." We will not receive any of the proceeds from the sale of the shares by the selling stockholders.
Our common stock trades on the Over-The-Counter Bulletin Board under the symbol "IBZT." On June 9, 2003, the closing sale price of the common stock was $0.0055 per share. The securities offered hereby are speculative and involve a high degree of risk and substantial dilution. Only investors who can bear the risk of loss of their entire investment should invest. See "Risk Factors" beginning on page 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 13, 2003.
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TABLE OF CONTENTS
Page
Prospectus Summary 5
Risk Factors 6
Selling Stockholders 10
Plan of Distribution 12
Interests of Named Experts and Counsel 13
Incorporation of Certain Documents by Reference 13
Disclosure of Commission Position on Indemnification For Securities Act Liabilities 13
Available Information 14
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PROSPECTUS SUMMARY
GENERAL OVERVIEW
iBiz Technology Corp. designs, manufactures, through subcontractors, and distributes a line of accessories for personal digital assistants and handheld computer market which is distributed through large retail chain stores and e-commerce sites. iBiz also markets LCD monitors, OEM notebook computers, third party software, and general purpose financial application keyboards.
Our principal offices are located at 2238 West Lone Cactus Drive, Suite 200, Phoenix, Arizona 85021, and our telephone number is (623) 492-9200. Our web site is located at www.ibizcorp.com. iBiz was formed under the laws of the state of Florida.
THIS OFFERING
Shares of common stock outstanding prior to this offering................ 271,264,491
Shares offered in this prospectus........................................ 67,640,458
Total shares outstanding after this offering............................. 339,004,950*
Use of proceeds................. We will not receive any proceeds
from the sale of the shares of
common stock offered in this
prospectus.
* Does not include 869,565,216 shares of common stock underlying an effective registration statement on Form SB-2.
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RISK FACTORS
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER THE FOLLOWING DISCUSSION OF RISKS AS WELL AS OTHER INFORMATION IN THIS PROSPECTUS. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL ALSO MAY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE HARMED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE.
EXCEPT FOR HISTORICAL INFORMATION, THE INFORMATION CONTAINED IN OUR SEC PROSPECTUSES ARE "FORWARD-LOOKING" STATEMENTS ABOUT OUR EXPECTED FUTURE BUSINESS AND PERFORMANCE. OUR ACTUAL OPERATING RESULTS AND FINANCIAL PERFORMANCE MAY PROVE TO BE VERY DIFFERENT FROM WHAT WE MIGHT HAVE PREDICTED AS OF THE DATE OF THIS PROSPECTUS.
WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES WHICH WILL COMPEL US TO SEEK ADDITIONAL CAPITAL.
For the fiscal year ended October 31, 2002, we sustained a loss of approximately $6,490,465 and for the fiscal year ended October 31, 2001, we sustained a loss of $6,748,794. Future losses are anticipated to occur. We continue to have insufficient cash flow to grow operations and we cannot assure you that we will be successful in reaching or maintaining profitable operations.
WE HAVE A LIMITED PRODUCT RANGE WHICH MUST BE EXPANDED IN ORDER TO EFFECTIVELY COMPETE.
To effectively compete in our industry, we need to continue to expand our business and generate greater revenues so that we have the resources to timely develop new products. We must continue to market our products and services through our direct sales force and expand our e-commerce distribution channels. At the present time, we have no other products in the development process. We cannot assure you that we will be able to grow sufficiently to provide the range and quality of products and services required to compete.
WE HAVE FEW PROPRIETARY RIGHTS, THE LACK OF WHICH MAY MAKE IT EASIER FOR OUR COMPETITORS TO COMPETE AGAINST US.
We attempt to protect our limited proprietary property through copyright, trademark, trade secret, nondisclosure and confidentiality measures. Such protections, however, may not preclude competitors from developing similar technologies.
"PENNY STOCK" REGULATIONS MAY IMPOSE CERTAIN RESTRICTIONS ON MARKETABILITY OF OUR STOCK, WHICH MAY AFFECT THE ABILITY OF HOLDERS OF OUR COMMON STOCK TO SELL THEIR SHARES.
The Securities and Exchange Commission has adopted regulations that generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share. Our common stock is currently subject to these rules that impose additional sales practice requirements. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of the common shares and must have received the purchaser's written consent to the transaction prior to the purchase. The "penny stock" rules also require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose:
o the commission payable to both the broker-dealer and the registered representative,
o current quotations for the securities, and
o if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market.
Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
These rules apply to sales by broker-dealers to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or
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$300,000 together with their spouse), unless our common shares trade above $5.00 per share. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common shares, and may affect the ability to sell the common shares in the secondary market as well as the price at which such sales can be made. Also, some brokerage firms will decide not to effect transactions in "penny stocks" and it is unlikely that any bank or financial institution will accept "penny stock" as collateral.
IF WE ARE REQUIRED FOR ANY REASON TO REPAY AN AGGREGATE OF $3,796,064 WORTH OF CONVERTIBLE DEBENTURES WE CURRENTLY HAVE OUTSTANDING, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS. |
