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
Page
INTERNET BUSINESS'S INTERNATIONAL, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.
This plan shall be known as the "Internet Business's
International, Inc. Retainer Stock Plan For Non-
Employee Directors and Consultants" is hereinafter
referred to as the "Plan". The purposes of the Plan
are to enable Internet Business's International,
Inc., a Nevada corporation ("Company"), to promote
the interests of the Company and its shareholders by
attracting and retaining non-employee Directors and
Consultants capable of furthering the future success
of the Company and by aligning their economic
interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the
form of shares of the Company's common stock, par
value one tenth of one cent ($0.001) per share
("Common Stock").
2. Definitions.
The following terms shall have the meanings set forth
below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in
Section 12(d).
"Code" means the Internal Revenue Code of 1986, as
amended, and the rules and regulations thereunder.
References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.
"Committee" means the committee that administers the
Plan, as more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section
1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in
Section 6.
"Deferred Stock Account" means a bookkeeping account
maintained by the Company for a Participant
representing the Participant's interest in the shares
credited to such Deferred Stock
Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section
6.
"Director" means an individual who is a member of the
Board of Directors of the Company.
"Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock
having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of
cash, plus the fair market value on the date of
distribution of any property, that is distributed
with respect to one share of Common Stock pursuant to
such dividend or distribution; such fair market value
to be determined by the Committee in good faith.
"Effective Date" has the meaning set forth in Section
3.
"Exchange Act" has the meaning set forth in Section
13(b).
"Fair Market Value" means the mean between the
highest and lowest reported sales prices of the
Common Stock on the NYSE Composite Tape or, if not
listed on such exchange, on any other national
securities exchange on which the Common Stock is
listed or on NASDAQ on the last trading day prior to
the date with respect to which the Fair Market Value
is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer
is payable to a Participant pursuant to Section 5
(without regard to the effect of any Deferral
Election).
"Stock Retainer" has the meaning set forth in Section
5.
"Third Anniversary" has the meaning set forth in
Section 6.
3. Effective Date of the Plan.
The Plan shall be effective as of October 1, 1999
("Effective Date"), provided that it is approved by
the Board.
4. Eligibility.
*Each individual who is a Director or Consultant on
the Effective Date and each individual who becomes a
Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in
the Plan, in each case during such period as such
individual remains a Director or Consultant and is
not an employee of the Company or any of its
subsidiaries. Each credit of shares of Common Stock
pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf
of the Company and a Participant, if such an
agreement is required by the Company to assure
compliance with all applicable laws and regulations.
5. Grants of Shares.
Commencing on the Effective Date, the amount for
service to directors or consultants shall instead be
payable in shares of Common Stock ("Stock Retainer")
pursuant to this Plan at the deemed issuance price of
one tenth of one cent ($0.001) per Share.
6. Deferral Option.
From and after the Effective Date, a Participant may
make an election (a "Deferral Election") on an annual
basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock
Retainer is to be delivered: (a) on the date which
is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on
the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary"
and "Departure Date" each being referred to herein as
a "Delivery Date"). Such Deferral Election shall
remain in effect for each Subsequent Year unless
changed, provided that, any Deferral Election with
respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such
Year and provided, further, that no more than one
Deferral Election or change thereof may be made in
any Year.
Any Deferral Election and any change or revocation
thereof shall be made by delivering written notice
thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to
be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral
Election or revocation thereof must be delivered no
later than the close of business on the thirtieth
(30th) day after the Effective Date.
7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock Account
for each Participant who makes a Deferral Election to
which shall be credited, as of the applicable Payment
Time, the number of shares of Common Stock payable
pursuant to the Stock Retainer to which the Deferral
Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the
Participant under Section 8, each Deferred Stock
Account shall be credited as of the payment date for
any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares
of Common Stock equal to (a) the number of shares of
Common Stock shown in such Deferred Stock Account on
the record date for such dividend or distribution
multiplied by (b) the Dividend Equivalent for such
dividend or distribution.
8. Delivery of Shares.
(a) The shares of Common Stock in a Participant's
Deferred Stock Account with respect to any Stock
Retainer for which a Deferral Election has been made
(together with dividends attributable to such shares
credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon
as practicable after the applicable Delivery Date.
Except with respect to a Deferral Election pursuant
to Section 6(c), or other agreement between the
parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered
includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the
Participant has in effect a Deferral Election
pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together
with dividends attributable to such shares credited
to such Deferred Stock Account), with the first such
installment being delivered on the first anniversary
of the Delivery Date; provided that, if in order to
equalize such installments, fractional shares would
have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share. If
any such shares are to be delivered after the
Participant has died or become legally incompetent,
they shall be delivered to the Participant's estate
or legal guardian, as the case may be, in accordance
with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all
remaining undelivered shares to the Participant's
estate immediately. References to a Participant in
this Plan shall be deemed to refer to the
Participant's estate or legal guardian, where
appropriate.
(b) The Company may, but shall not be required to,
create a grantor trust or utilize an existing grantor
trust (in either case, "Trust") to assist it in
accumulating the shares of Common Stock needed to
fulfill its obligations under this Section 8.
However, Participants shall have no beneficial or
other interest in the Trust and the assets thereof,
and their rights under the Plan shall be as general
creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries
of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as
satisfying the Company's obligations under this
Section 8.
9. Share Certificates; Voting and Other Rights.
The certificates for shares delivered to a
Participant pursuant to Section 8 above shall be
issued in the name of the Participant, and from and
after the date of such issuance the Participant shall
be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in
his or her name, including the right to vote the
shares, and the Participant shall receive all
dividends and other distributions paid or made with
respect thereto.
10. General Restrictions.
(a) Notwithstanding any other provision of the Plan
or agreements made pursuant thereto, the Company
shall not be required to issue or deliver any
certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of
the following conditions:
(i) Listing or approval for listing upon official
notice of issuance of such shares on the New York
Stock Exchange, Inc., or such other securities
exchange as may at the time be a market for the
Common Stock;
(ii) Any registration or other qualification of
such shares under any state or federal law or
regulation, or the maintaining in effect of any such
registration or other qualification which the
Committee shall, upon the advice of counsel, deem
necessary or advisable; and
(iii) Obtaining any other consent, approval, or
permit from any state or federal governmental agency
which the Committee shall, after receiving the advice
of counsel, determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the
Company from adopting other or additional
compensation arrangements for the Participants.
11. Shares Available.
Subject to Section 12 below, the maximum number of
shares of Common Stock which may in the aggregate be
paid as Stock Retainers pursuant to the Plan is
Fifteen Million (15,000,000). Shares of Common Stock
issueable under the Plan may be taken from treasury
shares of the Company or purchased on the open
market.
12. Adjustments; Change of Control.
(a) In the event that there is, at any time after
the Board adopts the Plan, any change in corporate
capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below
its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as
any merger, consolidation, separation, including a
spin-off, or other extraordinary distribution of
stock or property of the Company, any reorganization
(whether or not such reorganization comes within the
definition of such term in Section 368 of the Code)
or any partial or complete liquidation of the Company
(each of the foregoing a "Transaction"), in each case
other than any such Transaction which constitutes a
Change of Control (as defined below), (i) the
Deferred Stock Accounts shall be credited with the
amount and kind of shares or other property which
would have been received by a holder of the number of
shares of Common Stock held in such Deferred Stock
Account had such shares of Common Stock been
outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or
other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness
of any such Transaction and (iii) the Committee shall
appropriately adjust any other relevant provisions of
the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the
Deferred Stock Accounts are converted pursuant to
Section 12(a) into another form of property,
references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other
form of property, with such other modifications as
may be required for the Plan to operate in accordance
with its purposes. Without limiting the generality of
the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of
any other property held in the Deferred Stock
Accounts.
(c) In lieu of the adjustment contemplated by
Section 12(a), in the event of a Change of Control,
the following shall occur on the date of the Change
of Control: (i) the shares of Common Stock held in
each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change
of Control; (ii) the Company shall forthwith deliver
to each Participant who has a Deferred Stock Account
all of the shares of Common Stock or any other
property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control
shall mean any of the following events:
(i) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 20% or more
of either (a) the then outstanding shares of common
stock of the Company ("Outstanding Company Common
Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not
constitute a Change of Control: (a) any acquisition
directly from the Company (excluding an acquisition
by virtue of the exercise of a conversion privilege
unless the security being so converted was itself
acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by
any employee benefit plan (or related trust)
sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if,
following such reorganization, merger or
consolidation, the conditions described in clauses
(a), (b) and (c) of paragraph (iii) of this Section
12(d) are satisfied; or
(ii) Individuals who, as of the date hereof,
constitute the Board of the Company (as of the date
hereof, "Incumbent Board") cease for any reason to
constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to the date hereof whose
election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a
majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or
(iii) Approval by the shareholders of the Company
of a reorganization, merger, binding share exchange
or consolidation, unless, following such
reorganization, merger, binding share exchange or
consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common
stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation and the combined voting power of the
then outstanding voting securities of such
corporation entitled to vote generally in the
election of directors is then beneficially owned,
directly or indirectly, by all or substantially all
of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization,
merger, binding share exchange or consolidation in
substantially the same proportions as their
ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of
the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such
corporation resulting from such reorganization,
merger, binding share exchange or consolidation and
any Person beneficially owning, immediately prior to
such reorganization, merger, binding share exchange
or consolidation, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more
of, respectively, the then outstanding shares of
common stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation or the combined voting power of the
then outstanding voting securities of such
corporation entitled to vote generally in the
election of directors and (c) at least a majority of
the members of the board of directors of the
corporation resulting from such reorganization,
merger, binding share exchange or consolidation were
members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger, binding share exchange or
consolidation; or
(iv) Approval by the shareholders of the Company of
(a) a complete liquidation or dissolution of the
Company or (b) the sale or other disposition of all
or substantially all of the assets of the Company,
other than to a corporation, with respect to which
following such sale or other disposition, (x) more
than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other
disposition in substantially the same proportion as
their ownership, immediately prior to such sale or
other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as
the case may be, (y) no Person (excluding the Company
and any employee benefit plan (or related trust) of
the Company or such corporation and any Person
beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more
of, respectively, the then outstanding shares of
common stock of such corporation and the combined
voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors and (z) at
least a majority of the members of the board of
directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing
for such sale or other disposition of assets of the
Company.
13. Administration; Amendment and Termination.
(a) The Plan shall be administered by a committee
consisting of three members who shall be the current
directors of the Company or senior executive officers
or other directors who are not Participants as may be
designated by the Chief Executive Officer
("Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend
and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such
determinations in connection with the Plan as it may
deem necessary or desirable. (b) The Board may from
time to time make such amendments to the Plan,
including to preserve or come within any exemption
from liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest
of the Company without further approval of the
Company's stockholders, provided that, to the extent
required under New York law or to qualify
transactions under the Plan for exemption under Rule
16b-3 promulgated under the Exchange Act, no
amendment to the Plan shall be adopted without
further approval of the Company's stockholders and,
provided, further, that if and to the extent required
for the Plan to comply with Rule 16b-3 promulgated
under the Exchange Act, no amendment to the Plan
shall be made more than once in any six (6) month
period that would change the amount, price or timing
of the grants of Common Stock hereunder other than to
comport with changes in the Internal Revenue Code of
1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations
thereunder. (c) The Board may terminate the Plan at
any time by a vote of a majority of the members
thereof.
14. Miscellaneous.
(a) Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate
any Director for reelection by the Company's
shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require,
prior to the issuance or delivery of any shares of
Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for
the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of
such shares, including without limitation by the
withholding of shares that would otherwise be so
issued or delivered, by withholding from any other
payment due to the Participant, or by a cash payment
to the Company by the Participant.
15. Governing Law.
The Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws
of the State of Nevada.
Internet Business's International, Inc.
By: /s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer/Secretary
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement") is made by
and between Mark Crist, an individual ("Consultant"),
whose address is 5309 S.W. 8th Court, Margage,
Florida 33068, and Internet Business's International,
Inc., a Nevada corporation ("Client"), having its
principal place of business at 3900 Birch Street,
Suite 111, Newport Beach, California 92660.
WHEREAS, Consultant has knowledge and expertise in
many areas including identifying, investigating,
analyzing, and evaluating businesses from the
standpoint of assessing their worth as acquisition
targets of publicly traded companies, their worth as
an operating entity, as well as the value which may
be imputed to them by the investing public, and
assisting in whatsoever negotiations may be necessary
to achieve business transactions with those entities;
WHEREAS, Consultant, in the course of his business
activities, gains knowledge of certain business
opportunities which may be useful to other persons or
companies to which these opportunities are currently
unknown;
WHEREAS, Consultant desires to be engaged by Client
to provide information, identification,
investigation, evaluation and negotiation services to
the Client on the terms and subject to the conditions
set forth herein;
WHEREAS, Client is a publicly held corporation with
its common stock shares trading on the Over the
Counter Bulletin Board under the ticker symbol
"IBUI," and desires to further develop its business
and increase it's common stock share's value by
combining its business through acquisition of, or
arranging some other business transaction with,
another publicly or privately held company;
WHEREAS, the intent of Client is to take advantage of
certain business opportunities which Client believes
to exist but which are currently unknown to Client;
and
WHEREAS, Client desires to engage Consultant to
provide information, identification, investigation,
evaluation and negotiation services on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services
Consultant provides to Client, the parties agree as
follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all
services and consulting related to analyzing,
negotiating and advising Client on any potential
corporate acquisition, mergers or affiliations. In
addition, Consultant shall advise and assist in the
development and creation of new products for Client.
Consulting services include, but are not limited to,
analyzing and negotiation of any potential merger
candidates, and any and all companies that the
Consultant and Client mutually agree are suitable
acquisition or partner candidates. In addition,
Consultant agrees to perform for the Client all
services and consulting with respect to the
conception and implementation of a plan of action to
obtain financing for the capitalization of Client.
2. Consideration.
Client agrees to pay Consultant, as his fee and as
consideration for services provided, Ten Million
(10,000,000) shares of S-8 free trading common stock
in Client. Shares are due and payable immediately
upon the effectiveness of the Form S-8 Registration
Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this
Agreement, information that is confidential or of a
proprietary nature may be disclosed to the other
party, including, but not limited to, product and
business plans, software, technical processes and
formulas, source codes, product designs, sales, costs
and other unpublished financial information,
advertising revenues, usage rates, advertising
relationships, projections, and marketing data
("Confidential Information"). Confidential
Information shall not include information that the
receiving party can demonstrate (a) is, as of the
time of its disclosure, or thereafter becomes part of
the public domain through a source other than the
receiving party, (b) was known to the receiving party
as of the time of its disclosure, (c) is
independently developed by the receiving party , or
(d) is subsequently learned from a third party not
under a confidentiality obligation to the providing
party.
4. Late Payment.
Client shall pay to Consultant all fees within
fifteen (15) days of the due date. Failure of Client
to finally pay any fees within fifteen (15) days
after the applicable due date shall be deemed a
material breach of this Agreement, justifying
suspension of the performance of the "Services"
provided by Consultant, will be sufficient cause for
immediate termination of this Agreement by
Consultant. Any such suspension will in no way
relieve Client from payment of fees, and, in the
event of collection enforcement, Client shall be
liable for any costs associated with such collection,
including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency
fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold
harmless Consultant and /or his agents, and to defend
any action brought against said parties with respect
to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim
that: (i) is true, (ii) would constitute a breach of
any of Client's representations, warranties, or
agreements hereunder, or (iii) arises out of the
negligence or willful misconduct of Client, or any
Client Content to be provided by Client and does not
violate any rights of third parties, including,
without limitation, rights of publicity, privacy,
patents, copyrights, trademarks, trade secrets,
and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall
hold harmless Client, its directors, employees and
agents, and defend any action brought against same
with respect to any claim, demand, cause of action,
debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of
Consultant.
(c) Notice.
In claiming any indemnification hereunder, the
indemnified party shall promptly provide the
indemnifying party with written notice of any claim,
which the indemnified party believes falls within the
scope of the foregoing paragraphs. The indemnified
party may, at its expense, assist in the defense if
it so chooses, provided that the indemnifying party
shall control such defense, and all negotiations
relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party
shall not be final without the indemnified party's
written consent, which shall not be unreasonably
withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or
otherwise for consequential, exemplary, special,
incidental, or punitive damages even if Consultant
has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client
for any reason and upon any cause of action,
regardless of the form in which the legal or
equitable action may be brought, including, without
limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to
Consultant for the specific service provided that is
in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date
appearing next to the signatures below and terminate
one (1) year thereafter. Unless otherwise agreed upon
in writing by Consultant and Client, this Agreement
shall not automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this Agreement on thirty
(30) calendar days written notice, or if prior to
such action, the other party materially breaches any
of its representations, warranties or obligations
under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either
party will result in the other party being
responsible to reimburse the non-defaulting party for
all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such
damages as may be allowed by law including all
attorneys' fees and costs of enforcing this
Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement,
Client shall pay all unpaid and outstanding fees
through the effective date of termination or
expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to
Client any and all outstanding services due through
the effective date of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent
contractor" relationship between Consultant and
Client.
(b). Rights Cumulative; Waivers.
The rights of each of the parties under this
Agreement are cumulative. The rights of each of the
parties hereunder shall not be capable of being
waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not
operate as a waiver or variation of that or any other
such right. Any defective or partial exercise of any
of such rights shall not preclude any other or
further exercise of that or any other such right. No
act or course of conduct or negotiation on the part
of any party shall in any way preclude such party
from exercising any such right or constitute a
suspension or any variation of any such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and
benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and
their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between
the parties with respect to the subject matter
hereof. There are no promises, agreements,
conditions, undertakings, understandings, warranties,
covenants or representations, oral or written,
express or implied, between them with respect to this
Agreement or the matters described in this Agreement,
except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not
be used to interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to
accrue hereunder shall be assigned or transferred by
either party, either in whole or in part, without the
written consent of the other party, and any purported
assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument
in writing executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be
severable. In the event that any provision of this
Agreement is found by any court or other authority of
competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or
modified to the extent necessary to render it
enforceable and as so severed or modified, this
Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for
reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used
herein, the singular shall be deemed to include the
plural, the plural shall be deemed to include each of
the singular, and pronouns of one or no gender shall
be deemed to include the equivalent pronoun of the
other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be
made, executed and delivered pursuant to this
Agreement, the parties hereto agree to make, execute
and deliver or cause to be made, executed and
delivered, to the requesting party such other
instruments and to take such other actions as the
requesting party may reasonably require to carry out
the terms of this Agreement and the transactions
contemplated hereby.
(k) Notices.
Any notice which is required or desired under this
Agreement shall be given in writing and may be sent
by personal delivery or by mail (either a. United
States mail, postage prepaid, or b. Federal Express
or similar generally recognized overnight carrier),
addressed as follows (subject to the right to
designate a different address by notice similarly
given):
To Client:
Albert R. Reda
Internet Business's International, Inc.
3900 Birch Street, Suite 111
Newport Beach, California 92660
To Consultant:
Mark Crist
5309 S.W. 8th Court
Margage, Florida 33068
(l) Governing Law.
This Agreement shall be governed by the interpreted
in accordance with the laws of the State of
California without reference to its conflicts of laws
rules or principles. Each of the parties consents to
the exclusive jurisdiction of the federal courts of
the State of California in connection with any
dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each
party hereby represents and warrants that he has the
necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.
(n) Survival of Provisions.
The representations and warranties contained in
Article VIII of this Agreement and any liability of
one Constituent Corporation to the other for any
default under the provisions of Articles VII or VIII
of this Agreement, shall expire with, and be
terminated and extinguished by, the merger under this
Agreement on the Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be deemed an
original and all of which together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and have agreed to and
accepted the terms herein on this date, appearing
next to their signatures.
Internet Business's International, Inc.
By :/s/ Albert R. Reda
Albert R. Reda, Chief Executive Officer
Mark Crist
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
October 5, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Business's International, Inc. - Form
S-8
Dear Sir/Madame:
I have acted as counsel to Internet Business's
International, Inc., a Nevada corporation
("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of
10,000,000 shares of its common stock ("Shares"),
$0.001 par value per Share. The Shares are issuable
pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants ("Plan").
In our representation I have examined such documents,
corporate records, and other instruments as we have
deemed necessary or appropriate for purposes of this
opinion, including, but not limited to, the Articles
of Incorporation, and all amendments thereto, and
Bylaws of the Company.
Based upon the foregoing, it is my opinion that the
Company is duly organized and validly existing as a
corporation under the laws of the State of Nevada,
and that the Shares, when issued and sold in
accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.
I hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Sincerely,
/s/Brian F. Faulkner
Brian F. Faulkner, Esq.
Henry Schiffer, C.P.A., a P.C.
315 South Beverly Drive, Suite 302
Beverly Hills, California 92012
October 5, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Internet Business's International, Inc. - Form
S-8
Dear Sir/Madame:
As a certified public accountant, I hereby consent to
the incorporation by reference in this Form S-8
Registration Statement of my report dated September
22, 1999 in Internet Business's International, Inc.'s
Form 10-K for the fiscal year ended June 30, 1999,
and to all references to my Firm included in this
Registration Statement.
Sincerely,
/s/ Henry Schiffer
Henry Schiffer, C.P.A
