INTEGRATED BUSINESS SYSTEMS & SERVICES INC
8-A12G, 1998-04-16
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                 INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
             (Exact name of registrant as specified in its charter)


SOUTH CAROLINA                                          57-0910139
(State of Incorporation or Organization)     (IRS Employer Identification No.)

SUITE 128, 115 ATRIUM WAY
COLUMBIA, SOUTH CAROLINA                                  29223
(Address of Principal Executive Offices)               (Zip Code)


                  If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.[ ]

                  If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.[X]

                  Securities Act registration statement file number to which
this form relates: 333-43437
                   ---------

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                      Common Stock, no par value per share
                                (Title of Class)



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ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                  The description of the Registrant's Common Stock is contained
in the Registrant's Registration Statement on Form SB-1 (File No.333-43437)
under the heading "Description of Capital Stock" (initially filed with the
Securities and Exchange Commission on December 30, 1997, and amended by the
filing of Amendment No. 1 on April 6, 1998) which description is herein
incorporated by reference.

ITEM 2.           EXHIBITS.

                  The following exhibits are filed as part of this Registration
Statement on Form 8-A or are incorporated by reference to the documents
specified:

                  1.       Amended and Restated Articles of Incorporation of the
                           Registrant. (Incorporated by reference to Exhibit 2.1
                           to the Registrant's Form 1-A filed with the
                           Commission on July 9, 1997.)

                  2.       Amended and Restated Bylaws of the Registrant.
                           (Incorporated by reference to Exhibit 2.2 to the
                           Registrant's Form 1-A filed with the Commission on
                           July 9, 1997.)

               99.3.       Specimen Common Stock Certificate.


<PAGE>   3



                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                           INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.

                           Date: April 13, 1998


                           By: /s/ HARRY P. LANGLEY
                               -------------------------------------------
                           Harry P. Langley
                           Its:  Chief Executive Officer

<PAGE>   4



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.                DESCRIPTION
- -----------                -----------
<S>                        <C>
         1.                Amended and Restated Articles of Incorporation of the
                           Registrant. (Incorporated by reference to Exhibit 2.1
                           to the Registrant's Form 1-A filed with the
                           Commission on July 9, 1997.)

         2.                Amended and Restated Bylaws of the Registrant.
                           (Incorporated by reference to Exhibit 2.2 to the
                           Registrant's Form 1-A filed with the Commission on
                           July 9, 1997.)

      99.3.                Specimen Common Stock Certificate.
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.3

                        SPECIMEN COMMON STOCK CERTIFICATE

Number   Incorporated Under the Laws of the State of South Carolina     Shares

         INTEGRATED BUSINESS SYSTEMS AND SERVICES, INC.
                                      CUSIP 45810X 10 2

THIS CERTIFIES THAT

is the registered holder of

              FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK
                                WITHOUT PAR VALUE

in the Capital of the above named Corporation transferable on the books of the
Corporation by the registered holder in person or by Attorney duly authorized in
writing upon surrender of this Certificate properly endorsed. This Certificate
and the shares represented hereby are subject to the laws of the State of South
Carolina, and to the Articles of Incorporation and Bylaws of the Corporation, as
now or hereafter amended.

This Certificate is not valid unless countersigned by the Transfer Agent and
Registrar of the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Certificate to be signed on
its behalf by the facsimile signatures of its duly authorized officers.

DATED

Countersigned and Registered:

Pacific Corporate Services, Ltd., Vancouver

                             Transfer Agent
                              and Registrar


President

Secretary                                    By:
                                                --------------------------
                                                Authorized Officer

 The Shares represented by this Certificate are transferable at the offices
               of Pacific Corporate Services Ltd., Vancouver, B.C.

<PAGE>   2


FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE

___-___-___

- ------------------------------------------------------------------------------
                        (Name and address of transferor)

- ------------------------------------------------------------------------------


________________________________________________________________________shares
registered in the name of the undersigned on the books of the Corporation named
on the face of this certificate and represented hereby, and irrevocably
constitutes and appoints

__________________________________________________________________ the attorney
of the undersigned to transfer the said shares on the register of transfers and
books of the Corporation with full power of substitution hereunder.

DATED:


- ------------------------------               ------------------------------
    (Signature of Witness)                     (Signature of Shareholder)


NOTICE:           The signature of this assignment must correspond with the name
                  as written upon the face of the certificate, in every
                  particular, without alteration or enlargement, or any change
                  whatsoever, and must be guaranteed by a bank, trust company or
                  a member of a recognized stock exchange.

                  SIGNATURE GUARANTEED BY:


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