005.315346.1
Registration No. 333-_________
As filed with the Securities and Exchange Commission on DECEMBER 5, 2003
================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
INSYNQ, INC.
(Exact name of registrant as specified in its charter)
Nevada 22-3894506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402
(Address of principal executive offices)
2002 Directors, Officers and Consultants Stock Option,
Stock Warrant and Stock Award Plan
(Full title of the plan)
John P. Gorst Copy to:
Chief Executive Officer
1127 Broadway Plaza, Suite 202 Russell T. Alba, Esquire
Tacoma, WA 98402 Foley & Lardner
(253) 284-2000 100 North Tampa Street, Suite 2700
(Name, address and telephone number, Tampa, Florida 33602
including area code, of agent for service) (813) 229-2300
--------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------- ------------------- ------------------------ ----------------------- -------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered Registered share price (1) registration fee
Common Stock,
$.001 par value 64,000,000 (2) $.011 $704,000.00 $56.95
- ------------------------- ------------------- ------------------------ ----------------------- -------------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated on the basis of the average of the
high and low prices per share of the common stock reported on the OTC Bulletin
Board as of December 3, 2003, a date within five business days prior to the
filing of this registration statement.
(2) These 64,000,000 shares represent additional shares for issuance under the
Registrant's 2002 Directors, Officers and Consultants Stock Option, Stock
Warrant and Stock Award Plan, originally the subject of the Registrant's Form
S-8 registration statement filed on October 8, 2002, bearing SEC File No.
333-100413.
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENT
Insynq, Inc. (the "Registrant") previously registered
16,000,000 shares of Common Stock, par value $.001 per share, for issuance under
its 2002 Directors, Officers and Consultants Stock Option, Stock Warrant and
Stock Award Plan (the "Plan"). The registration of such shares was effected on a
Form S-8 Registration Statement filed with the Securities and Exchange
Commission on October 8, 2003, bearing the file number 333-100413 (the "Initial
Registration Statement"). Subsequently, the Registrant registered an additional
10,000,000 shares of Common Stock, par value $.001 per share, under Amendment
No. 1 to the Initial Registration Statement (the "Amended Plan") and was filed
on September 8, 2003, bearing the file number 333-108614 (the "Amended
Registration Statement"). The Initial Registration Statement and the Amended
Registration Statement are referred to collectively herein as the "Earlier
Registration Statements". This Registration Statement is being filed to register
an additional 64,000,000 shares of Common Stock of the same class as those for
which the Earlier Registration Statements are effective. Accordingly, pursuant
to General Instruction E of Form S-8, the contents of the Earlier Registration
Statements are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Exhibit
(4.1) 2002 Directors, Officers and Consultants Stock Option, Stock
----- Warrant and Stock Award Plan*
(5) Opinion of Foley & Lardner
-----
(23.1) Consent of Weinberg and Company, P.A., Certified Public
------ Accountants
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----
(24) Power of Attorney relating to subsequent amendments (included on
----- the signature page to this Registration Statement)
* Previously filed.
SIGNATURES
The Registrant. 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 authorized, in the City of Tacoma, and State of Washington, on
this 5th day of December, 2003.
Insynq, Inc.
By:
John Gorst
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below constitutes and appoints John Gorst his true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for him and in his,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
Chief Executive Officer
/s/ John P. Gorst (Principal Executive Officer)
- ------------------------------------ and Director
John P. Gorst December 5, 2003
Chief Administrative Officer,
Secretary and Treasurer,
Principal Accounting Officer,
/s/ M. Carroll Benton Principal Financial Officer and
- ------------------------------------ Director
M. Carroll Benton December 5, 2003
EXHIBIT INDEX
INSYNQ, INC.
2002 Directors, Officers and Consultants Stock Option,
Stock Warrant and Stock Award Plan
Exhibit No. Exhibit
(4.1) 2002 Directors, Officers and Consultants Stock Option, Stock
----- Warrant and Stock Award Plan*
(5) Opinion of Foley & Lardner
(23.1) Consent of Weinberg &Company, P.A., Certified Public Accountants
-----
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
-----
(24) Power of Attorney relating to subsequent amendments (included on
----- the signature page to this Registration Statement)
EXHIBIT 5
[GRAPHIC OMITTED] FOLEY & LARDNER
100 North Tampa Street, Suite 2700
Tampa, Florida 33602-5810
P.O. Box 3391
Tampa, Florida 33601-3391
813.229.2300 TEL
813.221.4210 FAX
www.foleylardner.com
WRITER'S DIRECT LINE
813.225.4135
ralba@foleylaw.com Email
CLIENT/MATTER NUMBER
999100-0100
December 5, 2003
Insynq, Inc.
1127 Broadway Plaza, Suite 202
Tacoma, WA 98402
Re: Amendment No. 2 to the Form S-8 Registration Statement Relating
to Insynq, Inc. 2002 Directors, Officers and Consultants Stock
Option, Stock Warrant and Stock Award Plan
Ladies & Gentlemen:
We have acted as counsel for Insynq, Inc., a Nevada
corporation (the "Company"), in connection with the preparation of Amendment No.
2 to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 26,000,000 to
90,000,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued pursuant to the 2002 Directors, Officers
and Consultants Stock Option, Stock Warrant and Stock Award Plan (the "Plan").
This opinion letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(3) of Regulation S-K. The additional 64,000,000 shares of Common Stock
issuable pursuant to the Plan are referred to herein as the "Shares."
We have examined and are familiar with the Articles of
Incorporation of the Company filed with the Secretary of State of the State of
Nevada, Bylaws of the Company, proceedings of the Board of Directors of the
Company in connection with the adoption of the Plan, and such other records and
documents of the Company, certificates of public officials and such other
documents as we have deemed appropriate as a basis for the opinions set forth in
this opinion letter.
Based on the foregoing, it is our opinion that the Shares of
common stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be duly and validly issued, fully paid and nonassessable.
We have, with your permission, assumed that the provisions of
the Nevada Revised Statutes are substantially the same as the Florida Business
Corporation Act with respect to the subject matter of this opinion. We are
licensed to practice law in the State of Florida and express no opinion as to
any laws other than those of the State of Florida and the federal laws of the
United States of America.
This opinion letter is provided to you for your benefit and
for the benefit of the Securities and Exchange Commission, in each case, solely
with regard to the Registration Statement, may be relied upon by you and the
Commission only in connection with the Registration Statement, and may not be
relied upon by any other person or for any other purpose without our prior
written consent. We hereby consent to the inclusion of this opinion as Exhibit 5
in the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or regulations
of the Commission promulgated thereunder.
..
FOLEY & LARDNER
By: /s/ Russell T. Alba
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Russell T. Alba
RTA/mtv
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO: Insynq, Inc.
We hereby consent to the incorporation by reference in the foregoing
Amendment No. 2 to Form S-8 Registration Statement of our report dated August
29, 2003, relating to the financial statements of Insynq, Inc. appearing in the
Insynq, Inc. Annual Report on Form 10-KSB for the fiscal years ended May 31,
2003 and 2002, filed with the Securities and Exchange Commission on September
15, 2003.
Weinberg & Company P.A.
Certified Public Accountants
Boca Raton, Florida
December 5, 2003