As filed with the Securities and Exchange Commission on December ___, 2001 Reg.
No. 33
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ESYNCH CORPORATION
(Exact name of registrant as specified in its charter)
Deleware 87-0461856
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29 Hubble, Irvine, California 92618
(Address of principal executive offices)
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Agreements with the Following Persons:
(Full title of plan)
Paul Kessler
________________________________
Thomas Hemingway
eSynch Corporation
29 Hubble
Irvine, California 92618
(Name and address of agent for service)
(949) 727-3233
(Telephone number, including area code of agent for service)
Copy to:
The Baum Law Firm
Mark L. Baum, Esq.
City National Bank Building
4275 Executive Square
Second Floor, Suite 210
La Jolla, California 92037
(858) 638-7878
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price Aggregate offering Amount of
to be registered Registered per share Price Registration fee
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Common Stock 4,040,000 $ 0.05 $ 202,000 $ 50.50
(no par value)
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Estimated solely for the purpose of determining the amount of registration fee
and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993.
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PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by eSynch Corporation (the "Company") with the
Commission (File No. 0-26790) are incorporated in and made part of this
registration statement by reference, except to the extent that any statement or
information therein is modified, superseded or replaced by a statement or
information contained in any other subsequently filed document incorporated
herein by reference.
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2000.
(2) All other reports filed by the Company pursuant to Section 13(a) or
Section 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 2000 through the date hereof;
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, subsequent to the filing hereof
and 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 and to be a
part hereof from the date of filing such documents.
For purposes of this registration statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
subsequently filed document or statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated herein
by reference modifies or supersedes such document or such statement in such
document. Any statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Mark L. Baum, Esq., does consulting work for Esynch Corporation from time
to time and is being issued 40,000 shares of the Company's common stock as
consideration for filing this Registration Statement.
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Item 6. Indemnification of Directors and Officers
The Company's indemnification policy covering officers and directors, as
contained in the by-laws, provides that the Company may indemnify at its
officers or directors for costs reasonably incurred in connection with civil,
criminal, administrative and investigative proceedings. The Company may purchase
indemnification insurance for officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
Experts
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended December 31, 2000 have
been audited by Hansen, Barnett & Maxwell, certified public accounts, as set
forth in their report thereon included therein and incorporated herein by
reference. Reference is made to said report, which includes explanatory
paragraphs that describe the Company's ability to continue as a going concern,
discussed in the notes to the Company's Consolidated Financial Statements. Such
financial statements are incorporated herein in reliance upon the reports of
Hansen, Barnett & Maxwell, pertaining to such financial statements (to the
extent filed with the Commission) given upon the authority of such firm as
experts in giving such reports.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 7.
Item 9. Undertakings
(a) The undersigned registrant 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 Securities Act of 1933:
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement:
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraph is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15 (d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendments 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 mean of a post-effective amendment
any of the securities being registered hereunder that remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
company's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities and 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 and 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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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 a 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 San Diego, State of California on December 12, 2001.
Esynch Corporation
By /s/ Robert Orbach
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Robert Orbach, Director
By /s/ Mark Utzinger
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Mark Utzinger, Vice President - Finance
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Mark L. Baum, each of them acting individually as
his attorney-in-fact, each with full power of substitution and re-substitution,
for him in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact 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 al intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact, or their
substitute or substitutes, 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 below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Robert Orbach Director December 12, 2001
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Robert Orbach
/s/ Mark Utzinger Vice President Finance December 12, 2001
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Mark Utzinger
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INDEX TO EXHIBITS
Exhibit Sequentially
NO. Description Numbered Pages
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4.1 Advisory and Consulting Agreements
5.1 Opinion of Counsel, regarding the legality of the securities
registered hereunder.
23.1 Consent of Hansen, Barnett & Maxwell CPA
24 Power of Attorney (Contained within Signature Page)
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