As filed with the Securities and Exchange Commission on August 14, 2001
Registration No. 333-46044
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to
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 (IRS Employer Identification No.)
incorporation or organization)
1127 Broadway Plaza
Tacoma, Washington 98402
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
2000 EXECUTIVE LONG TERM INCENTIVE PLAN
---------------------------------------
(Full Title of the Plans)
John P. Gorst
Chairman of the Board and Chief Executive Officer
InsynQ, Inc.
1127 Broadway Plaza
Tacoma, Washington 98402
-------------------------------------------------
(Name and Address of Agent for Service)
(253) 284-2000
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
===============================================================================
EXPLANATORY NOTE
We are filing this Post-Effective Amendment No. 1 in order to file
(i) an amendment to Section 1, paragraph 3(q), of our Executive Long Term
Incentive Plan (the "Plan") effective as of August 3, 2000, which amendment
corrects the authorized stock to be issued under the Plan from preferred stock
to Class A Common Stock pursuant to a scrivenor's error in preparing the
original Plan, and (ii) an amendment to change the name of the Plan to reflect
our current name, Insynq, Inc.
PART II
ITEM 8. EXHIBITS.
Exhibit No. Description
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 2000 Executive Long Term Incentive Plan (incorporated by reference
to Exhibit 10.3 to the Company's Annual Report on Form 10-KSB filed
September 13, 2000).
99.2* Amendment No. 1 to Xcel Management, Inc. 2000 Executive Long Term
Incentive Plan.
______________
* Filed herewith.
===============================================================================
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Tacoma, State of
Washington, on the 13th day of August, 2001.
INSYNQ, INC.
By: /s/ John P. Gorst
-----------------------------------
John P. Gorst
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
- ---------------------- ---------------------------------- ---------------
/s/ John P. Gorst Chairman of the Board, August 13, 2001
-------------------- Chief Executive Officer, and Director
John P. Gorst (Principal Executive Officer)
/s/ Stephen Smith Chief Financial Officer August 13, 2001
-------------------- (Principal Financial and Accounting
Stephen Smith Officer)
/s/ M. Carroll Benton Chief Administrative Officer, August 13, 2001
-------------------- Secretary, Treasurer and Director
M. Carroll Benton
/s/ David D. Selmon Director August 13, 2001
--------------------
David D. Selmon
===============================================================================