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Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 3, 2000
INSYNQ, INC.
(Exact name of registrant as
specified in its charter)
Delaware 0-22814 74-2964608
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1101 Broadway Plaza
Tacoma, Washington 98402
(Address of principal executive offices and zip code)
(253) 284-2000
(Registrant's telephone number,
including area code)
XCEL MANAGEMENT, INC.
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 3, 2000, Xcel Management, Inc., a Utah corporation (the "Xcel"),
completed a reincorporation merger with its wholly-owned subsidiary, InsynQ,
Inc. ("InsynQ"), a Delaware corporation, pursuant to a Plan of Merger (the
"Merger Agreement") dated June 30, 2000. Pursuant to the Merger Agreement, each
shareholder of Xcel received two (2) shares of InsynQ common stock for each
share of Xcel stock held on the date of the merger.
The foregoing discussion is only a summary and is qualified in its entirety
by reference to the attached Plan of Merger filed as an exhibit hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
In accordance with Rule 3-05 of Regulation S-X, no financial statements are
required to be filed for the reincorporation, either individually or in the
aggregate.
B. PRO FORMA FINANCIAL INFORMATION.
In accordance with Rule 11-01 of Regulation S-X, no pro forma financial
information is required to be filed for the reincorporation merger.
C. EXHIBITS
Exhibit 1 Plan of Merger, dated June 30, 2000, by and among Xcel Management,
Inc. and InsynQ, Inc. *
Exhibit 2 Certificate of Incorporation of Insynq, Inc.*
Exhibit 3 Bylaws of Insynq, Inc.
Exhibit 4 Press Release dated August 3, 2000.
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* Previously filed with the Definitive Amended Information Statement on
Schedule 14C of Xcel filed on July 13, 2000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INSYNQ, INC.
Dated: August 17, 2000 By: /s/ JOHN P. GORST
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John P. Gorst, Chief Executive Officer
