As Filed with the Securities and Exchange Commission on January 22, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
FORM S-8 POS
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
eSynch Corporation
(Exact name of registrant as specified in its charter)
Delaware 87-0461856
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
4600 Campus Drive, Newport Beach, California 92660
(Address of Principal Executive Offices)
JANUARY 1999 STOCK PLAN
(Full title of the plan)
Tom Hemingway
Chief Executive Officer
eSynch Corporation
4600 Campus Drive
Newport Beach, California 92660
(Name and address of agent for service)
(949) 833-1220
(Telephone number, including area code, of agent for service)
Copy to:
William Vincent Walker, Attorney at Law
1177 West Loop South, Suite 560 Houston TX 77027
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share (2) Price(2) Registration Fee
------------------- ------------- --------------- ----------------- -------------
<S> <C> <C> <C> <C>
Common Stock. 370,000 $3,9375 $1,456,875 $405.01
$.001 par value shares
-------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the January
1999 Stock Plan (the "Plan").
(2) The aggregate offering price for 370,000 shares of Common Stock
registered hereby, which are to be offered to [the Registrant's
employees] pursuant to the Plan, is estimated solely for the p
purpose of calculating the registration fee, in accordance with Rule
457(h)(1), on the basis of the price of securities of the same
class as determined in accordance with Rule 457(c), using the
last trading price of the Common Stock of the Registrant as
reported on the OTC Market on January 28, 1999.
This document contains ___ pages
Exhibit Index is on Page ___
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ ------------
4.1 January 1999 Stock Plan (the "Plan").
4.2 Corporate Resolutions
5.1 Opinion of William Vincent Walker, special counsel
to the Registrant
23.1 Consent of William Vincent Walker, (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of Hansen, Barnett and Maxwell, independent auditors
24.1 Power of Attorney (included on signature page to the
Registration Statement
SIGNATURE
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 POS and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 1st
day of February, 1999.
ESYNCH CORPORATION
By: /S/ Thomas Hemingway
-------------------------
Thomas Hemingway
Chief Executive Officer
eSynch Corporation
CORPORATE RESOLUTION
The undersigned, representing a majority of the Board of Directors, as
presently constituted, of eSynch Corporation, a Delaware Corporation
(the Corporation) in accordance with the authority contained in Section
141(f) of the Delaware General Corporation Law and the Bylaws of the
corporation, hereby consent to the adoption of the recitals and
resolutions set forth below:
Be it resolved that: In consideration of continuing support of the
Corporation and material contributions to the
Corporation, eSynch Corporation is hereby
granting Two-Hundred-Ten-Thousand (210,000)
shares of eSynch Common Stock to Steve Bazsuly
January 25, 1999
/S/ Thomas Hemingway, CEO
--------------------------
Thomas Hemingway, CEO
/S/ James Budd, Vice President
------------------------------
James Budd, Vice President
/S/ T. Richard Hutt, Secretary
------------------------------
T. Richard Hutt, Secretary
<PAGE>
eSynch corporation
500 Campus Drive
Newport Beach, California 92660
(949) 833-1220
Fax (949) 833-1204
eSynch Corporation
CORPORATE RESOLUTION
Be it resolved that: In consideration of on-going consulting and
other material contributions to the well being
of the Corporation, eSynch Corporation hereby
grants One-Hundred-Thousand (100,000) shares of
eSynch Common Stock to Mr. Ian Nuttall.
January 25, 1999
/S/ Thomas Hemingway, CEO
---------------------------
Thomas Hemingway, CEO
/S/ James Budd, Vice President
------------------------------
James Budd, Vice President
/S/ T. Richard Hutt, Secretary
------------------------------
T. Richard Hutt, Secretary
<PAGE>
eSynch corporation
500 Campus Drive
Newport Beach, California 92660
(949) 833-1220
Fax (949) 833-1204
eSynch Corporation
CORPORATE RESOLUTION
The undersigned, representing a majority of the Board of Directors, as
presently constituted, of eSynch Corporation, a Delaware Corporation
(the Corporation) in accordance with the authority contained in Section
141(f) of the Delaware General Corporation Law and the Bylaws of the
corporation, hereby consent to the adoption of the recitals and
resolutions set forth below:
Be it resolved that: In consideration of continuing support of the
Corporation and material contributions to the
Corporation, eSynch Corporation is hereby
granting Thirty-Thousand (30,000) shares of
eSynch Common Stock to Bradley Bacon
January 25, 1999
/S/ Thomas Hemingway, CEO
-------------------------
Thomas Hemingway, CEO
/S/ James Budd, Vice President
------------------------------
James Budd, Vice President
/S/ T. Richard Hutt, Secretary
------------------------------
T. Richard Hutt, Secretary
<PAGE>
eSynch corporation
500 Campus Drive
Newport Beach, California 92660
(949) 833-1220
Fax (949) 833-1204
eSynch Corporation
CORPORATE RESOLUTION
The undersigned, representing a majority of the Board of Directors, as
presently constituted, of eSynch Corporation, a Delaware Corporation
(the Corporation) in accordance with the authority contained in Section
141(f) of the Delaware General Corporation Law and the Bylaws of the
corporation, hereby consent to the adoption of the recitals and
resolutions set forth below:
Be it resolved that: In consideration of continuing support of the
Corporation and material contributions to the
Corporation, eSynch Corporation is hereby
granting Thirty-Thousand (30,000) shares of
eSynch Common Stock to Thomas Kirk
January 25, 1999
/S/ Thomas Hemingway, CEO
--------------------------
Thomas Hemingway, CEO
/S/ James Budd, Vice President
------------------------------
James Budd, Vice President
/S/ T. Richard Hutt, Secretary
-------------------------------
T. Richard Hutt, Secretary
<PAGE>
WILLIAM VINCENT WALKER
Attorney at Law
1177 West Loop South, Suite 560
Telephone (713) 599-1171 Houston, Texas 77027 Telefax (713) 599-1211
29 January 1999
Board of Directors of
eSynch Corporation
4600 Campus Drive
Newport Beach, California 92660
Re: Registration Statement, Form S-8, File No. 333-16295
(370,000 shares of Common Stock of eSynch Corporation)
Gentlemen:
In connection with the proposes registration of Common Stock to be
issued by eSynch Corporation (the"Company") under the January 1999
Stock Plan covered by the above-described Registration Statement, the
undersigned has examined the following:
1. The Certificate of Incorporation and amendments thereto of the
Company;
2. The Bylaws of the Company'
3. The Resolutions of the Board authorizing the Plan and issuance
of shares;
4. The Registration Statement prepared by the Company.
Based upon such examination and upon the examination of such other
instruments, filings and public records as the undersigned deems
necessary, the undersigned is of the opinion that:
1. The Company has been duly incorporated under the laws of the
State of Delaware and is validly existing and in good standing under
the laws of that state.
2. The shares of Common Stock of the Company covered by said
Registration Statement have been legally authorized and when issued and
delivered pursuant to the terms of the Plan and the resolutions
described in the Registration Statement, will be legally issued, fully
paid, and nonassessable shares of the Company.
The undersigned hereby consents to the filing of this opinion as
an exhibit to said Registration Statement.
Very truly yours,
/S/ William Vincent Walker
