As filed with the Securities and Exchange Commission on September 18, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
INSYNQ, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 74-2964608
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1101 BROADWAY PLAZA
TACOMA, WASHINGTON 98402
(Address of Principal Executive Offices) (Zip Code)
_________________________
2000 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
_________________________
JOHN P. GORST
INSYNQ, INC.
1101 BROADWAY PLAZA
TACOMA, WASHINGTON 98402
(Name and Address of Agent for Service)
(253) 284-2000
(Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
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Common Stock,
$.001 par value
Shares Subject to
Options Granted
under the 2000
Long Term Incentive
Plan.................... 5,275,460 shares $1.11 $ 5,855,761 $ 1,715.97
To be issued under the
2000 Long Term
Incentive Plan.......... 11,399,840 shares $1.64 $18,695,737 $ 4,935.67
TOTAL 16,675,300 shares $24,551,498 $ 6,651.64
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration statement has been broken
down into two subtotals. Represents the maximum number of shares of Common
Stock of the Registrant which could be purchased upon exercise of all stock
options now outstanding or which may hereafter be granted under the 2000
Long Term Incentive Plan.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933, as
amended. Such computation is based on the weighted average exercise prices
of options to acquire 5,275,460 shares of Common Stock which have been
granted under the 2000 Long Term Incentive Plan
(3) Computed in accordance with Rule 457 (c) and (h) under the Securities Act of
1933, as amended. The estimated exercise price of $1.64 per share was
computed by averaging the bid and asked prices reported by the Over the
Counter Market on September 14, 2000 with respect to 11,399,840 shares of
Common Stock as to which options or rights to purchase have not been granted
as of the date of filing this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted from this
filing in accordance with the provisions of Rule 428 under the Act and the
introductory note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted from this
filing in accordance with the provisions of Rule 428 under the Act and the
introductory note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are hereby incorporated by reference in this
Registration Statement. All documents subsequently filed by Insynq, Inc. (the
"Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters the securities offered hereby then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof commencing on the respective dates on which
such documents are filed. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed to constitute a part of this Registration Statement, except as such
statement is so modified or superceded.
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 2000.
(2) The Company's Quarterly Reports on Form 10-QSB for the quarters ended
August 31, 1999, November 30, 1999 and February 29, 2000, as amended.
(3) The Company's Current Reports on Form 8-K dated March 3, 2000, April
6, 2000, June 29, 2000, and August 17, 2000 as amended.
(4) 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 Annual
Report referred to in (1) above.
(5) The description of the Company's Common Stock contained in the
Company's Form S-1/A Registration Statement dated December 3, 1993 and
filed with the Securities and Exchange Commission (the "Commission"),
including any amendments or reports filed for the purposes of updating
such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation, contains a provision eliminating the monetary
liability of a director for breach of fiduciary duty, subject to certain
exceptions. The provision does not eliminate a director's liability for (i)
breaches of the director's duty of loyalty to the Company or its shareholders,
(ii) acts or omissions not in good faith or involving intentional misconduct or
a knowing violation of law, (iii) the payment of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit. Furthermore, the provision does
not limit equitable remedies, such as an injunction or rescission for breach of
a director's fiduciary duty of care.
The Delaware General Corporation Law permits, and in some cases requires, a
corporation to indemnify directors and officers who are or have been a party or
are threatened to be made a party to litigation against certain expenses,
judgments, fines, settlements, and other amounts under certain circumstances.
Article IX of the Company's Bylaws provides for indemnification of and
advancement of expenses to directors, officers, employees, and agents to the
fullest extent authorized or permitted by the Delaware General Corporation Law.
The Company has in force an officers' and directors' liability insurance
policy insuring, up to specified amounts and with specified exceptions,
directors and officers and former directors and officers of the Company and its
subsidiaries against damages, judgments, settlements and costs for which they
are not indemnified by the Company that any such persons may become legally
obligated to pay on account of claims made against them for any error,
misstatement or misleading statement, act or omission, or neglect or breach of
duty committed, attempted or allegedly committed or attempted by such persons in
the discharge of their duties to the Company in their capacities as directors or
officers, or any matter claimed against them solely by reason of their serving
in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of G. Brad Beckstead CPA for Financial Statements for the
years ended May 31, 1999 and May 31, 2000.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed as
Exhibit 5.1).
24* Power of Attorney (included on the signature page of this Registration
Statement).
99.1 InsynQ, Inc. 2000 Long Term Incentive Plan (Incorporated by reference
to Exhibit 10.2 to the Company's Annual Report on Form 10-KSB filed
September 13, 2000).
_____________
* Filed herewith.
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ITEM 9. UNDERTAKINGS.
(a) The 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
Act;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Act, 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) That, for purposes of determining any liability under the Act, each
filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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 Act 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 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 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 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 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.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John P. Gorst and DJ Johnson, each of them or any
of them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, to execute in the name and on behalf
of such person, in any and all capacities, any or all amendments (including
post-effective amendments) to this Registration Statement now or hereafter filed
by or on behalf of InsynQ, Inc. (the "Company") covering securities issued or
issuable under or in connection with the Company's 2000 Long Term Incentive Plan
(as now or hereafter amended) and to file the same, with all exhibits thereto,
and other documents required in connection therewith, with the Securities and
Exchange Commission and any state or other securities authority, granting unto
said attorneys-in-fact and agents, and each of them or any of them, 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 to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them or any
one of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Act, the Company 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,
State of Washington, on the 18th day of September, 2000.
INSYNQ, INC.
By: /s/ John P. Gorst
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John P. Gorst
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Act, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title
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/s/ John P. Gorst Chairman of the Board and Chief Executive Officer
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John P. Gorst
/s/ M. Carroll Benton Director, Secretary and Treasurer
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M. Carroll Benton
/s/ David D. Selmon Director
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David D. Selmon
/s/ DJ Johnson Chief Financial Officer
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DJ Johnson
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