UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ESYNCH CORPORATION
(Exact name of Company as specified in its charter)
Delaware 87-0461856
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15502 Mosher Avenue, Tustin, California 92780
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(Address of Principal Executive Offices) (Zip Code)
Agreements with the Following Persons:
(month and year of Agreement indicated parenthetically)
John Vasquez (08/2001)
Peter Benz (08/2001)
Lance Dalton (09/2001)
Thomas Hemingway
eSynch Corporation
15502 Mosher Avenue
Tustin, California 92780
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(Name and address of agent for service)
(714) 258-1900
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered (1) per share (2) price (2) fee
-------------------- ---------------- --------- ----------- -----------
Common Stock,
$0.001 par value 1,280,000 shares $0.220 $281,600.00 $70.40
-------------------- ---------------- --------- ----------- -----------
1. The Consulting Services Agreement with John Vasquez grants
the holder 330,000 shares of Common Stock of which all shares
are being registered. The Consulting Agreement with Peter
Benz grants the holder 800,000 shares of Common Stock of
which all shares are being registered. The Letter Agreement
with Lance Dalton grants the holder 150,000 shares of Common
Stock of which all shares are being registered.
2. Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities
Act of 1933 (as amended), on the basis of $0.220 per share,
the average of the high and low prices of the Common Stock on
the OTC Bulletin Board on September 5, 2001.
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information therein is modified, superseded or replaced by a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) The Company's Quarterly Report on Form 10-QSB for
the period ended June 30, 2001, as amended.
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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
(the "Delaware GCL") empowers a Delaware corporation,
including the Company, to indemnify its directors, officers,
employees, and agents under certain circumstances. The
Company's Restated Certificate of Incorporation (the
"Certificate") provides that the Company shall indemnify
current and former directors and officers of the Company or
persons who serve or have served, at the request of the
Company, as directors or officers of any other corporation
in which the Company at such time owns or owned shares of
stock or is or was a creditor, to the full extent authorized
by the Delaware GCL as it may from time to time be amended.
Moreover, the Certificate provides that no director of the
Company shall be personally liable to the Company or its
stockholders for monetary damages for any breach of
fiduciary duty as a director, except (i) for any breach of
the duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
for liability under Section 174 of the Delaware GCL
(involving certain unlawful dividends or stock repurchases),
or (iv) for any transaction from which the director derived
an improper personal benefit.
Under the Delaware GCL, to the extent that an
officer or director of a corporation is successful on the
merits in the defense of an action, the corporation must
indemnify such person for his or her actual and reasonable
expenses incurred in connection with such defense. The
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Certificate provides that the Company shall indemnify
officers and directors against any and all expenses,
including amounts paid on judgment, counsel fees, and
amounts paid in settlement (before or after suit is
commenced) by such persons in connection with the defense or
settlement of any claim, action, suit or proceeding in which
they, or any of them, are made parties, to the full extent
permitted by the Delaware GCL.
Under its Bylaws, the Company may indemnify its
directors, officers, employees and agents and the directors,
officers, employees or agents of any other corporation if
the person was serving at the request of the Company. The
indemnification is required if the person is successful on
the merits or otherwise in defending the claim and is
permitted in other circumstances, if indemnification is
authorized in the specific instance by the Company or by a
majority vote of the Company's stockholders. Indemnification
is permitted only if the person was acting in good faith in
a manner reasonably believed to be in or not opposed to the
best interests of the Company. If the person is judged to be
liable to the Company in any action brought in the Company's
name, indemnification is only permitted if the court acting
in the matter specifically allows it. The Company is
authorized to advance expenses to a director or officer upon
that person's agreement to repay the Company if such person
ultimately is not entitled to indemnification.
The Company is also empowered under its Bylaws to
purchase insurance on behalf of any person whom the Company
is required or permitted to indemnify. The Company has
entered into agreements with its directors and executive
officers, which require the Company to indemnify such
persons to the fullest extent permitted by law against
certain losses that they may incur in legal proceedings
arising in connection with their services to the Company and
to advance expenses upon their agreement to repay the
Company if such person is ultimately not entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.25* Consulting Service Agreement between the Company and John Vasquez
4.26* Service Agreement between the Company and Peter Benz
4.27* Letter Agreement for services between the Company and Lance Dalton
5.1* Opinion of Naccarato & Associates
23.1* Consent of Naccarato & Associates (included in Exhibit 5.1)
23.2* Consent of Hansen, Barnett & Maxwell
* Filed herewith
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes to file, during
any period in which offers or sales are being made of the
securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities 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 this registration
statement; and
(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;
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Provided, however, that paragraphs (a)(i) and
(a)(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 by the Company
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, that are incorporated by reference in
the registration statement.
(b) The Company hereby agrees that, for the
purposes of determining any liability under the Securities
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;
(c) The Company hereby undertakes 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;
(d) The Company hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an
employee benefit annual report pursuant to Section 15(d) of
the Securities 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; and
(e) Insofar as indemnification for liabilities
arising under the Securities 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
We, the undersigned officers and directors of
eSynch Corporation, do hereby constitute and appoint Thomas
Hemingway or David Lyons, or either of them, as our true and
lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as directors
and officers and to execute any and all instruments for us
and in our names in the capacities indicated below, which
said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in connection with this Registration Statement,
including specifically, but without limitation, power and
authority to sign for us or any of us in our names and in
the capacities indicated below, any and all amendments
(including post-effective amendments) hereto or any related
registration statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as
amended; and we do hereby ratify and confirm all that the
said attorneys and agents, or either of them, shall do or
cause to be done by virtue hereof.
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SIGNATURES
Pursuant to the requirements of the Securities 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 Tustin, and State of California
on September 14, 2001.
eSYNCH CORPORATION
By:/s/ THOMAS HEMINGWAY
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Thomas Hemingway, Chief
Executive Officer
Pursuant to the requirements of the Securities Act,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated:
/s/ Thomas Hemingway Chairman, September 14, 2001
--------------------------- Chief Executive Officer
Thomas Hemingway and Director
/s/ David Lyons President and Director September 14, 2001
---------------------------
David Lyons
/s/ T. Richard Hutt Vice President, Secretary September 14, 2001
--------------------------- and Director
T. Richard Hutt
/s/ James H. Budd Vice President and September 14, 2001
--------------------------- Director
James H. Budd
/s/ Norton Garfinkle Director September 14, 2001
---------------------------
Norton Garfinkle
/s/ Robert Orbach Director September 14, 2001
---------------------------
Robert Orbach
/s/ Mark Utzinger Vice President - Finance September 14, 2001
---------------------------
Mark Utzinger
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