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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
InsynQ, Inc. (formerly Xcel Management, Inc.)
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
45809X 10 5
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(CUSIP Number)
M. Carroll Benton
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c/o InsynQ, Inc.
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1101 Broadway Plaza
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Tacoma, Washington 98402
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(253) 284-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 3, 2000
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 98388K 309 Page 2 of 7 Pages
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Ms. M. Carroll Benton
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Canada
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SOLE VOTING POWER
7
NUMBER OF
3,893,912
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 183,000
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
3,893,912
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
183,000
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,076,912
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.6%
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TYPE OF REPORTING PERSON*
14
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share (the
"Issuer Common Stock"), of InsynQ, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 1101 Broadway
Plaza, Tacoma, Washington, 98402.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Ms. M. Carroll Benton, an individual (the
"Reporting Person"). The Reporting Person's principal occupation is that of
Secretary and Treasurer of the Issuer. The Reporting Person's business address
is 1101 Broadway Plaza, Tacoma, Washington, 98402.
The Reporting Person has not, during the last five years, been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13D shall not be construed as an
admission that the Reporting Person is, for purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 3, 2000, pursuant to a Plan of Merger (the "Plan"), Xcel Management,
Inc., a Utah corporation, completed a reincorporation merger in which it merged
with its wholly-owned subsidiary, InsynQ, Inc., a Delaware corporation. Under
the terms of the Plan of Merger, each shareholder of Xcel common stock received
two shares of InsynQ common stock. The Plan is attached as Exhibit A hereto
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) See the discussion of the Merger in Item 3 above.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors and the initial
officers of the Issuer were the directors and officers of Xcel.
(e) See the discussion of the Merger in Item 3 above.
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(f) Other than as a result of the Merger described in Item 3 above, not
applicable.
(g) Not applicable.
(h) Not applicable.
(i) Not applicable.
(j) Other than as described above, the Reporting Person currently has no
plan or proposal for an action similar to or which relates to, or may result in,
any of the matters listed in Items 4(a) - (j) of this Schedule 13D (although the
Reporting Person reserves the right to develop such plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person beneficially owns and has the sole power to vote and
dispose of 3,893,912 shares of Issuer Common Stock, representing approximately
20.6% of the shares of Issuer Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships among the
Persons named in Item 2 and between such persons and any other person with
respect to any securities of the Issuer, including, but not limited to, the
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option agreements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Plan of Merger
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Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
August 9, 2000 /s/ M. Carroll Benton
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Name: M. Carroll Benton
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Exhibit A
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PLAN OF MERGER
THIS PLAN OF MERGER dated as of June 30, 2000, is made and entered into by
and between Xcel Management, Inc., a Utah corporation ("Xcel"), and Insynq,
Inc., a Delaware corporation and a wholly-owned subsidiary of Xcel ("Insynq").
Insynq is sometimes hereinafter referred to as the "Surviving Corporation" and
Xcel and Insynq are sometimes hereinafter collectively referred to as the
"Constituent Corporations."
WITNESSETH
WHEREAS, Xcel is a corporation duly organized and existing under the laws
of the state of Utah, having an authorized capital of 50,000,000 shares of
common stock, par value $0.001 per share (the "Common Stock of Xcel"), of which
9,790,379 shares are issued and outstanding as of the date hereof; and
WHEREAS, Insynq is a corporation duly organized and existing under the laws
of the state of Delaware, having an authorized capital of 100,000,000 shares of
common stock, par value $0.001 (the "Common Stock of Insynq"), of which 1,000
shares are issued and outstanding as of the date hereof, 10,000,000 shares of
Class A common stock, par value $0.001 per share of which no shares are issued
and outstanding, and 10,000,000 shares of Preferred Stock, par value $0.001 per
share, of which no shares are issued and outstanding. All of the outstanding
shares of Common Stock of Insynq are owned by Xcel; and
WHEREAS, the respective boards of directors of Xcel and Insynq have each
duly approved this Plan of Merger (the "Plan") providing for the merger of Xcel
with and into Insynq with Insynq as the Surviving Corporation as authorized by
the statutes of the state of Utah and Delaware, all for the purpose of changing
the state of domicile of Xcel; and
NOW THEREFORE, based on the foregoing premises and in consideration of the
mutual covenants and agreements herein contained, and for the purpose of setting
forth the terms and conditions of said merger and the manner and basis of
causing the shares of Common Stock of Xcel to be converted into shares of Common
Stock of Insynq and such other provisions as are deemed necessary or desirable,
the parties hereto have agreed and do hereby agree, subject to the approval and
adoption of this Plan by the requisite vote of the stockholders of each
Constituent Corporation, and subject to the conditions hereinafter set forth, as
follows:
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ARTICLE I
MERGER AND NAME OF SURVIVING CORPORATION
On the effective date of the merger, Xcel and Insynq shall cease to exist
separately and Xcel shall be merged with and into Insynq, which is hereby
designated as the "Surviving Corporation," the name of which on and after the
effective date of the merger shall be "Insynq, Inc.," or such other name as may
be available and the parties may agree to.
ARTICLE II
TERMS AND CONDITIONS OF MERGER
The terms and conditions of the merger are (in addition to those set forth
elsewhere in this Plan) as follows:
(a) On the effective date of the merger:
(1) Xcel shall be merged into Insynq to form a single
corporation, and Insynq shall be, and is designated herein as, the
Surviving Corporation;
(2) the separate existence of Xcel and Insynq shall cease;
(3) the Surviving Corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to all duties
and liabilities of a corporation organized under the Delaware General
Corporation Law; and
(4) the Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, of a
public as well as of a private nature, of each of the Constituent
Corporations; and all property, real, personal, and mixed, and all
debts due of whatever account, including subscriptions to shares, and
all other choses in action, and all and every other interest, of or
belonging to or due to each of the Constituent Corporations, shall be
taken and deemed to be transferred to and vested in the Surviving
Corporation without further act or deed; the title to any real estate,
or any interest therein, vested in either Constituent Corporation
shall not revert or be in any way impaired by reason of the merger;
the Surviving Corporation shall thenceforth be responsible and liable
for all the liabilities and obligations of each of the Constituent
Corporations; any claim existing or action or proceeding pending by or
against either of such Constituent Corporations may be prosecuted as
if the merger had not taken place, or the Surviving Corporation may be
substituted in place of either of the Constituent Corporations; and
neither the rights of creditors nor any liens on the property of
either of the Constituent Corporations shall be impaired by the
merger.
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(b) On the effective date of the merger, the board of directors of the
Surviving Corporation and the members thereof, shall be: John P. Gorst, M.
Carroll Benton and David D. Selmon, to serve thereafter in accordance with
the bylaws of the Surviving Corporation and until their respective
successors shall have been duly elected and qualified in accordance with
the bylaws of the Surviving Corporation.
(c) On the effective date of the merger, the officers of the Surviving
Corporation shall be: John P. Gorst, president and chief executive officer,
M. Carroll Benton, secretary/treasurer, and D.J. Johnson, vice president
and chief financial officer, such officers to serve thereafter in
accordance with the bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified in
accordance with such bylaws and the laws of the state of Delaware.
If on the effective date of the merger, a vacancy shall exist in the board
of directors or in any of the offices of the Surviving Corporation, such vacancy
may be filled in the manner provided in the bylaws of the Surviving Corporation.
ARTICLE III
MANNER AND BASIS OF CONVERTING SHARES
The manner and basis of converting the shares of Common Stock of Xcel into
shares of the Common Stock of Insynq and the mode of carrying the merger into
effect are as follows:
(a) Each share of Common Stock of Xcel issued and outstanding on the
effective date of the merger shall, without any action on the part of the
holder thereof, be converted into two (2) fully paid and non-assessable
shares of Common Stock of Insynq, all of which shares shall be, on
conversion and issuance, validly issued and outstanding, fully paid, and
non-assessable, and shall not be liable to any further call, nor shall the
holder thereof be liable for any further payments with respect thereto.
Any shares of Common Stock of Xcel held by Xcel as treasury stock shall be
cancelled and not entitled to any rights.
(b) After the effective date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of the
Common Stock of Xcel shall be entitled, on surrender thereof to the
transfer and exchange agent of Insynq, to receive in exchange therefor a
certificate or certificates representing the number of whole shares of the
Common Stock of Insynq into which the shares of Common Stock of Xcel so
surrendered shall have been converted as set forth above, of such
denominations and registered in such names as such holder may request.
Until so surrendered, each such outstanding certificate which, prior to the
effective date of the merger, represented shares of the Common Stock of
Xcel shall, for all purposes, evidence the ownership of the shares of
Common Stock of Insynq into which such shares shall have been converted;
provided, that dividends or other distributions which are payable in
respect to shares of Common Stock of Insynq into which shares of Common
Stock of Xcel shall have been converted shall be set aside by Insynq and
shall not be paid to holders of certificates
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representing such shares until such certificates shall have been
surrendered in exchange for certificates representing shares of Common
Stock of Insynq, and on such surrender, holders of such shares shall be
entitled to receive such dividends or other distributions without interest.
Insynq shall not issue any fractional interest in shares of Common Stock of
Insynq in connection with the aforesaid conversion.
(c) All shares of Common Stock of Insynq into which shares of the
Common Stock of Xcel shall have been converted pursuant to this Article III
shall be issued in full satisfaction of all rights pertaining to the shares
of Common Stock of Insynq.
(d) All shares of Common Stock of Insynq outstanding immediately prior
to the effective date of the merger shall be cancelled.
(e) If any certificate for shares of Common Stock of Insynq is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance
thereof that the certificate so surrendered shall be properly endorsed and
otherwise in proper form for transfer and that the person requesting such
exchange pay to Insynq or any agent designated by it any transfer or other
taxes required by reason of the issuance of a certificate for shares of
Common Stock of Insynq in any name other than that of the registered holder
of the certificate surrendered, or establish to the satisfaction of Insynq
or any agent designated by it that such tax has been paid or is not
payable.
(f) On the effective date of the merger, all outstanding warrants and
options of Xcel (the "Xcel warrants and options"), shall be automatically
converted into warrants and options of Insynq (the "converted warrants and
options"), on identical terms as the Xcel warrants and options, except that
each share issuable under Xcel warrants and options shall be converted into
two (2) shares of Insynq stock issuable under the converted warrants and
options, consistent with the exchange of outstanding shares of Xcel set
forth in subparagraph (a) above.
ARTICLE IV
ARTICLES OF INCORPORATION AND BYLAWS
The articles of incorporation of Insynq shall, on the merger becoming
effective, be and constitute the articles of incorporation of the Surviving
Corporation unless and until amended in the manner provided by law.
The bylaws of Insynq shall, on the merger becoming effective, be and
constitute the bylaws of the Surviving Corporation unless and until amended in
the manner provided by law.
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ARTICLE V
OTHER PROVISIONS WITH RESPECT TO MERGER
This Plan shall be submitted to a vote of a meeting of shareholders of each
of the Constituent Corporations as provided by the laws of the states of Utah
and Delaware. After the approval or adoption thereof by the shareholders of
each Constituent Corporation in accordance with the requirements of the laws of
the states of Utah and Delaware, all required documents shall be executed,
filed, and recorded, and all required acts shall be done in order to accomplish
the merger under the provisions of the laws of the states of Utah and Delaware.
ARTICLE VI
APPROVAL AND EFFECTIVE DATE OF THE MERGER;
MISCELLANEOUS MATTERS
Following approval of the merger on behalf of the Constituent Corporation
in accordance with the laws of the states of Utah and Delaware, the Articles of
Merger or a Certificate of Merger (with this Plan attached as part thereof),
setting forth the information required by, and executed and verified in
accordance with, the laws of the states of Utah and Delaware, respectively,
shall be filed in the Office of the Secretary of State of the states of Utah and
Delaware, respectively, and the Secretary of State of the states of Utah and
Delaware, respectively, shall have issued a certificate reflecting such filing.
The date of the last of such filings shall be deemed the "effective date" of the
merger.
If at any time the Surviving Corporation shall deem or be advised that any
further grants, assignments, confirmations, or assurances are necessary or
desirable to vest, perfect, or confirm title in the Surviving Corporation, of
record or otherwise, to any property of Insynq or Xcel acquired or to be
acquired by, or as a result of, the merger, the officers and directors of Insynq
or Xcel or any of them shall be, and they hereby are, severally and fully
authorized to execute and deliver any and all such deeds, assignments,
confirmations, and assurances and to do all things necessary or proper so as to
best prove, confirm, and ratify title to such property in the Surviving
Corporation and otherwise carry out the purposes of the merger and the terms of
this Plan.
For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed, and
each such counterpart shall be deemed to be an original instrument and all such
counterparts together shall be considered one instrument.
This Plan shall be governed by and construed in accordance with the laws of
the state of Utah.
This Plan cannot be altered or amended, except pursuant to an instrument in
writing signed on behalf of the parties hereto.
IN WITNESS WHEREOF, each Constituent Corporation has caused this Plan of
Merger
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to be executed by its president and secretary and by a majority of its board of
directors, all as of the date first-above written.
XCEL MANAGEMENT, INC.,
a Utah Corporation
ATTEST:
/s/ M. Carroll Benton By /s/ John P. Gorst
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Secretary John P. Gorst, Chief Executive Officer
INSYNQ, INC.,
a Delaware Corporation
ATTEST:
/s/ M. Carroll Benton By /s/ John P. Gorst
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Secretary John P. Gorst, President
