Registration No. 333-_________
As filed with the Securities and Exchange Commission on February 3, 2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST EFFECTIVE AMENDMENT NO. 5
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INSYNQ, INC.
NEVADA
IRS ID NO.: 22-3894506
1127 BROADWAY PLAZA, SUITE 202
TACOMA, WA 98402
2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
STOCK WARRANT AND STOCK AWARD PLAN
John P. Gorst Copy to:
Chief Executive Officer de Castro & Mayer, LLP
1127 Broadway Plaza, Suite 202 Attorneys At Law
Tacoma, WA 98402 2550 Fifth Ave, Suite 520
(253) 284-2000 San Diego, CA 92103
(619) 702-8690
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED PER SHARE PRICE (1) FEE
Common Stock,
$0.001 par value 40,000,000 (2) $0.0065 $260,000 $30.60
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 September 24, 2004, a date within five business days prior to the
filing of this registration statement.
2. These 40,000,000 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
Registration Statement on Form S-8 filed on October 8, 2002, bearing SEC File
No.: 333-100413 and amended pursuant to Post Effective Amendment No. 1 filed on
September 8, 2003, bearing SEC File No.: 333-108614, Post Effective Amendment
No. 2 filed on December 5, 2003, bearing SEC File No.: 333-110985, Post
Effective Amendment No. 3 filed on December 9, 2003, bearing SEC File No.:
333-111027 and Post Effective Amendment No. 4 filed on September 27, 2004
bearing SEC File No.: 333-119315.
INCORPORATION BY REFERENCE
OF
EARLIER REGISTRATION STATEMENTS
Insynq, Inc. (the "Registrant") has previously registered an aggregate of
144,799,244 shares of its Common Stock, par value $.001 per share, for issuance
under its 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
and Stock Award Plan as Amended (the "Plan"). The registration of an initial
16,000,000 shares was effected on a Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 8, 2002, bearing
Commission file number 333-100413 (the "Initial Registration Statement"). The
Registrant registered additional securities of the same class as those for which
the Initial Registration Statement was effective as follows:
Amendment No. Date Filed Shares Registered Commission File No. 333-
- ------------- ---------- ----------------- ------------------------
1 09/08/2003 10,000,000 108614
2 12/05/2003 64,000,000 110985
3 12/09/2003 15,000,000 111027
4 09/27/2004 39,799,244* 119315
*On July 16, 2004, the Registrant effected a 50-for-1 reverse stock split; under
the terms of the Plan, the number shares of the Registrant's common stock
subject thereto was reduced to 200,756 shares. Registrant amended the Plan on
September 28, 2004 to increase the number of shares to 50,000,000, of which a
total of 40,000,000 (200,756 + 39,799,244) shares were registered. On January
18, 2005, the Plan was amended to increase the number of shares in the Plan to
80,000,000. This Registration Statement is being filed to register an additional
40,000,000 shares of the same class as those for which the Initial Registration
Statement and Additional Registration Statements are effective. Accordingly,
pursuant to General Instruction E of Form S-8, the contents of the Earlier
Registration Statement and the Additional Registration Statement are hereby
incorporated herein by reference.
Amendments 1, 2, 3 and 4 are referred to herein as the "Additional Registration
Statements."
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8 EXHIBITS
EXHIBIT NO. EXHIBIT
4.1 Amended 2002 Directors, Officers and Consultants Stock Option, Stock Warrant
and Stock Award Plan (previously filed on September 27, 2004 as part of
Registration Statement # 333-119315)
4.2 Amendment # 1 to Amended 2002 Directors, Officers and Consultants Stock
Option, Stock Warrant and Stock Award Plan
5 Opinion of de Castro & Mayer, LLP
23.1 Consent of Weinberg and Company, P.A., Certified Public Accountants
23.2 Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement)
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 3rd day of
February 2005.
INSYNQ, INC.
/s/ John P. Gorst
JOHN P. 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) February 3, 2005
- -------------------------- and Director
John P. Gorst
Chief Administrative Officer,
Secretary and Treasurer,
/s/ M. Carroll Benton Principal Accounting Officer, February 3, 2005
- ------------------------- Principal Financial Officer
M. Carroll Benton and Director
EXHIBIT INDEX
INSYNQ, INC.
2002 DIRECTORS, OFFICERS AND CONSULTANTS STOCK OPTION,
STOCK WARRANT AND STOCK AWARD PLAN
EXHIBIT NO. EXHIBIT
4.1 Amended 2002 Directors, Officers and consultants Stock Option, Stock
Warrant and Stock Award Plan (previously filed on September 27, 2004
as part of Registration Statement #333-119315)
4.2 Amendment #2 to the Amended 2002 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan
5 Opinion of de Castro & Mayer, LLP
23.1 Consent of Weinberg and Company, P.A., Certified Public Accountants
23.2 Consent of de Castro & Mayer, LLP (contained in Exhibit 5 hereto)
24 Power of Attorney relating to subsequent amendments (included on the
signature page to this Registration Statement)