U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNET BUSINESS INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Nevada 33-0845463
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4634 South Maryland Parkway, Suite 101
Las Vegas, Nevada 89119
(Address and telephone number of Registrant's Principal Executive Offices)
_________________________________
Marc R. Tow, Esq.
Marc R. Tow & Associates APC
3900 Birch Street, Suite 113
Newport Beach, CA 92660
(949) 975-0544
_________________________________
(Name, address and telephone number of agent for service)
2003 STOCK COMPENSATION PLAN II
(Full title of the plan)
Copies of all communications to:
Marc R. Tow & Associates, APC
3900 Birch Street, Suite 113
Newport Beach, California 92660
Telephone (949) 975-0544
Facsimile (949) 975-0547
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Offering Fee
Registered Price Per Price
Share
Common Stock, par
value $0.001 30,000,000(1) $0.0010(2) $30,000(2) $2.76
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) The proposed maximum offering price per share of Common Stock and
the proposed maximum aggregate offering price are calculated solely
for the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933. The fee for the shares being
registered is based upon the closing bid price of the Common Stock on
May 21, 2003, as reported on the OTC Bulletin Board.
TABLE OF CONTENTS
PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption for Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT 4
EXHIBIT 5
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 24
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 be 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.
A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or
any document required to be delivered pursuant to Rule 428(b) under
the Securities Act will be furnished without charge upon written or
oral request. Requests should be addressed to 4634 South Maryland
Parkway, Suite 101 Las Vegas, Nevada 89119
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:
(a) The Registrant's latest annual report on Form 10-KSB/A for the
fiscal year ended June 30, 2002.
(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
financial statements contained in the Form 10KSB/A referred to in (a) above.
In addition, all documents subsequently filed 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 into this registration statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
in a subsequently filed document which is also incorporated by
reference herein modified or superseded such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS 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
The articles of incorporation of the Registrant provide the following
with regard to liability:
"No Director of this Corporation shall have personal liability
to the Corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a Director or officer involving any
act or omission of any such Director or officer. The foregoing
provision shall not eliminate or limit the liability of a Director
(i) for any breach of the Director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or, which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the Nevada
Revised Statutes, (iv) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes or, (v) for any
transaction from which the Director derived an improper personal
benefit. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall
not adversely affect any limitation on the personal liability of a
Director or officer of the Corporation for acts or omissions prior to
such repeal or modification."
Indemnification.
(a) Bylaws.
Article V of the bylaws of the Registrant provides as follows:
Section 1. Definitions. For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason of
the fact that he or she is or was a Director or Officer of this
Corporation or is or was serving in any capacity at the request of
this Corporation as a Director, Officer, employee, agent, partner, or
fiduciary of, or in any other capacity for, another corporation,
partnership, joint venture, trust, or other enterprise. The term
"Proceeding" shall mean any threatened, pending or completed action
or suit (including, without limitation, an action, suit or proceeding
by or in the right of this Corporation), whether civil, criminal,
administrative or investigative.
Section 2. Indemnification. Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the date of
any such action or omission), to the fullest extent permitted by
Nevada law, against all expense, liability and loss (including,
without limitation, attorney fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Indemnitee in connection with any
Proceeding. Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a Director or Officer and
shall inure to the benefit of his or her heirs, executors and
administrators. This Corporation may, by action of its Board of
Directors, and to the extent provided in such action, indemnify
employees and other persons as though they were Indemnitees. The
rights to indemnification as provided in this Article shall be non-
exclusive of any other rights that any person may have or hereafter
acquire under an statute, provision of this Corporation's Articles of
Incorporation or Bylaws, agreement, vote of stockholders or
Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may
purchase and maintain insurance or make other financial arrangements
on behalf of any person who is or was a Director, Officer, employee
or agent of this Corporation, or is or was serving at the request of this
Corporation in such capacity for another corporation, partnership, joint
venture, trust or other enterprise for any liability asserted against him or
her and liability and expenses incurred by him or her in such
capacity, whether or not this Corporation has the authority to
indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a trust
fund; (b) establishing a program of self-insurance; (c) securing its
obligation of indemnification by granting a security interest or
other lien on any of this Corporation's assets, and (d) establishing
a letter of credit, guarantee or surety. No financial arrangement
made pursuant to this section may provide protection for a person
adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct,
fraud, or a knowing violation of law, except with respect to
advancing expenses or indemnification ordered by a court. Any
insurance or other financial arrangement made on behalf of a person
pursuant to this section may be provided by this Corporation or any
other person approved by the Board of Directors, even if all or part
of the other person's stock or other securities is owned by this
Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section, and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
(b) the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this
Article relating to indemnification shall constitute a contract
between this Corporation and each of its Directors and Officers,
which may be modified as to any Director or Officer only with that
person's consent or as specifically provided in this section.
Notwithstanding any other provision of the Bylaws relating to their
amendment generally, any repeal or amendment of this Article which is
adverse to any Director or Officer shall apply to such Director or
Officer only on a prospective basis and shall not limit the rights of
an Indemnitee to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or
amendment. Notwithstanding any other provision of these Bylaws, no
repeal or amendment of these Bylaws shall affect any or all of this
Article so as to limit or reduce the indemnification in any manner
unless adopted by (a) the unanimous vote of the Directors of this
Corporation then serving, or (b) the stockholders as set forth in
Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada
law or to any provision thereof shall be to such law as it existed on
the date these Bylaws were adopted or as such law thereafter may be
changed; provided that (a) in the case of any change which expands
the liability of an Indemnitee or limits the indemnification rights
or the rights to advancement of expenses which this Corporation may
provide, the rights to limited liability, to indemnification and to
the advancement of expenses provided in this Corporation's Articles
of Incorporation, these Bylaws, or both shall continue as theretofore to the
extent permitted by law; and (b) if such change permits this Corporation,
without the requirement of any further action by stockholders or Directors, to
limit further the liability of Indemnitees or to provide broader
indemnification rights or rights to the advancement of expenses than
this Corporation was permitted to provide prior to such change,
liability thereupon shall be so limited and the rights to
indemnification and advancement of expenses shall be so broadened to
the extent permitted by law."
(c) Nevada Revised Statutes.
"NRS 78.7502 Discretionary and mandatory indemnification of
officers, directors, employees and agents:
General provisions.
(1) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.
(2) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by
him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
(3) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
1 and 2, or in defense of any claim, issue or matter therein, the
corporation shall indemnify him against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with the
defense.
NRS 78.751 Authorization required for discretionary
indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses.
(1) Any discretionary indemnification under NRS 78.7502 unless
ordered by a court or advanced pursuant to subsection 2, may be made
by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the action, suit or
proceeding;
(iii) If a majority vote of a quorum consisting of directors
who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties
to the action, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
(2) The articles of incorporation, the bylaws or an agreement
made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.
(3) The indemnification and advancement of expenses authorized
in NRS 78.7502 or ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered
by a court pursuant to or for the advancement of expenses made
pursuant to subsection 2, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(ii) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
NRS 78.752 Insurance and other financial arrangements against
liability of directors, officers, employees and agents.
(1) A corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise for any liability asserted against him and
liability and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status as such,
whether or not the corporation has the authority to indemnify him
against such liability and expenses.
(2) The other financial arrangements made by the corporation
pursuant to subsection 1 may include the following:
(i) The creation of a trust fund.
(ii) The establishment of a program of self-insurance.
(iii) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
corporation.
(iv) The establishment of a letter of credit, guaranty or surety.
No financial arrangement made pursuant to this subsection may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law,
except with respect to the advancement of expenses or indemnification
ordered by a court.
(3) Any insurance or other financial arrangement made on behalf
of a person pursuant to this section may be provided by the
corporation or any other person approved by the board of directors,
even if all or part of the other person's stock or other securities
is owned by the corporation.
(4) In the absence of fraud:
(i) The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial
arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is
conclusive; and
(ii) The insurance or other financial arrangement:
(A) Is not void or voidable; and
(B) Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance
or other financial arrangement is a beneficiary of the insurance or
other financial arrangement.
(5) A corporation or its subsidiary which provides self-
insurance for itself or for another affiliated corporation pursuant
to this section is not subject to the provisions of Title 57 of NRS."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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;
(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.
(4) The undersigned registrant hereby undertakes 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 that the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person of the Company in the successful defense of that
action suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Company 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 of 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, 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 City of
Newport Beach, State of California, on June 4, 2003.
INTERNET BUSINESS INTERNATIONAL, INC.
/s/ Albert R. Reda
Albert R. Reda, President
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 June 4, 2003
Albert R. Reda Officer/ Secretary/
Treasurer ( principal
financial and accounting
officer)/Director
EXHIBIT INDEX
Exhibit Description
4 2003 STOCK COMPENSATION PLAN II, dated May 21, 2003 (filed herewith).
5 Opinion Re: Legality (filed herewith).
23.1 Consent of Accountants (filed herewith).
23.2 Consent of Counsel (included in Exhibit 5).
24 Special Power of Attorney (see signature page).