As filed with the Securities and Exchange Commission on July 5, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tasty Fries, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 65-0259052
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification
Number)
650 Sentry Parkway, Suite One, Blue Bell, PA 19422
(Address of Principal Executive Offices, including Zip Code)
STOCK GRANTS PURSUANT TO
RESOLUTIONS OF THE BOARD OF DIRECTORS
(Full Title of the Plan(s))
Edward C. Kelly, President
Tasty Fries, Inc.
650 Sentry Parkway, Suite One
Blue Bell, PA 19422
(Name and Address of Agent for Service)
(610) 941-2109
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Michelle Kramish Kain, Esq.
Kipnis Tescher Lippman Valinsky & Kain, P.A.
Suite 2308
One Financial Plaza
Fort Lauderdale, FL 33394
(954) 467-1964
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
TITLE OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE (1) OFFERING PRICE (1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, $.0001
Par Value 5,620,406 $.38 $2,135,754.28 $736.47
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL $736.47
===============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee, pursuant
to Rule 457(c).
2
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EXPLANATORY NOTE:
In accordance with the Note to Part I of Form S-8, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on June 27, 1996.
3
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), 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 in the Registration Statement and to be part
thereof from the date of filing such documents.
(a) The Registrant's latest annual report, filed pursuant to Section
13(a) or 15(d) of the Exchange Act, or, in the case of the Registrant, either
(1) the latest prospectus filed pursuant to Rule 424(b) under the Securities Act
of 1933, as amended (the "Act"), that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed or
(2) the Registrant's effective registration statement on Form 10 or 20-F filed
under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant document
referred to in (a) above.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Nevada General Corporation Law Section 78.751
thereof, the Registrant shall, to the fullest extent permitted by the Nevada
General Corporation Law, as the same shall be added and supplemented, indemnify
any and all persons whom it shall have power to indemnify under said Section
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said Section, and the indemnification provided for
therein shall not be deemed exclusive of any other right to which any persons
may be entitled under any By-Law, resolution of shareholders, resolution of
directors, agreement or otherwise, as permitted by said articles, as to action
in any capacity in which he served at the request of the Company.
4
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Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
ITEM NO. DESCRIPTION
-------- -----------
4.1 Copy of the Resolutions of the Board of Directors dated June 27,
1996.
5 Opinion dated July 2, 1996, of Kipnis Tescher Lippman Valinsky &
Kain, P.A. relating to the issuance of shares of Common Stock
pursuant to the Resolutions of the Board of Directors dated June
27, 1996.
23.1 Consent of Kipnis Tescher Lippman Valinsky & Kain, P.A. included
in the Opinion filed as Exhibit 5 hereto.
23.2 Consent of Schiffman Hughes Brown, Independent Certified Public
Accountants.
ITEM 9. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purpose of determining any liability under
the 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) 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.
5
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(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant 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 Blue Bell, State of Pennsylvania, on this 2nd
day of July, 1996.
TASTY FRIES, INC.
By: /s/ Edward C. Kelly
Edward C. Kelly, President
and Principal Financial
Officer
Pursuant to the requirements of the Securities Act of 1993, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
TITLE DATE
----- ----
/s/ Edward C. Kelly Director July 2, 1996
Edward C. Kelly
/s/ Leonard Klarich Director July 2, 1996
Leonard Klarich
/s/ Jurgen Wolf Director July 2, 1996
Jurgen Wolf
/s/ Ian Lambert Director July 2, 1996
Ian Lambert
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Copy of the Resolutions of the Board of
Directors dated June 27, 1996.
5 Opinion dated July 2, 1996, of
Kipnis Tescher Lippman Valinsky & Kain, P.A.
relating to the issuance of shares of
Common Stock pursuant to the Resolutions
of the Board of Directors dated June 27,
1996.
23.1 Consent of Kipnis Tescher Lippman Valinsky
& Kain, P.A. included in the Opinion filed
as Exhibit 5 hereto.
23.2 Consent of Schiffman Hughes Brown,
Independent Certified Public Accountants.
EXHIBIT 4.1
RESOLUTIONS
RESOLVED, that in consideration for the consulting services provided to
the Company by Leonard Klarich, a director of the Company, for the period of
March 1, 1996 through May 31, 1996, which such services included assisting
Edward Kelly, President of the Company, in marketing and distribution matters,
the Company grants Leonard Klarich an option to acquire 1,000,000 shares of the
Company's common stock to be registered in a registration statement on Form S-8
to be filed with the Securities and Exchange Commission ("SEC") promptly after
the Company becomes current in all of its filing obligations under the
Securities Exchange Act of 1934 (the "Exchange Act"). Such option is exercisable
at any time and from time to time, in whole or in part, at an exercise price of
$.05 per share for aggregate gross proceeds to the Company of $50,000.
RESOLVED, that pursuant to the terms of that certain business consulting
agreement dated May 23, 1996 by and between the Company and LBI Group, Inc. to
provide consulting services which include managerial, marketing and sales
requirements services, reviewing, analyzing and reporting on proposed business
opportunities and strategic corporate planning on an on-going basis, the Company
grants to each of Paul Lovito, Herbert Tabin, Matthew Lovito, Marc Lovito,
Robert Solarchik and Karry Thompson, each employed by LBI, an option to purchase
an aggregate of 4,000,000 shares of common stock comprised of 1,700,000,
1,300,000, 350,000, 250,000, 200,000 and 200,000 shares, respectively, to be
registered on a registration statement on Form S-8 promptly after the Company
becomes current in its filings under the Exchange Act. Such options shall be
exercisable at any time and from time to time, in whole or in part, at an
exercise price of $.05 per share for aggregate gross proceeds to the Company of
$200,000.
RESOLVED, that 620,406 shares of common stock acquired by Robert
Portman and his assigns for consulting services provided by Portman and his
affiliated companies, HoppBrook Consulting and C&M Advertising, shall be
returned to the Company's transfer agent for cancellation and return to
treasury, and shall be reissued to Portman in the same amount upon the
effectiveness of a registration statement on Form S-8 filed with the SEC
promptly after the Company becomes current in its filing obligations under the
Exchange Act. The registration of these shares on behalf of Portman shall be
pursuant to and in consideration of the settlement agreement only if entered
into between the Company and Edward C. Kelly and Portman and related parties
currently pending in Superior Court of New Jersey, Law Division, Monmouth
County, Docket Number MON-L-234-96.
EXHIBIT 5
July 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tasty Fries, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as special securities counsel to Tasty Fries, Inc., a
Nevada corporation (hereinafter referred to as the "Company"), in connection
with the registration of 5,620,406 shares of the Company's common stock, par
value $.0001 per share ("Common Stock"), as set forth in the above-mentioned
Registration Statement. In our capacity as such counsel to the Company, we have
examined the original or copies of such records of the Company and such other
documents as we deem appropriate as the basis for the opinions herein expressed.
In such examination we have assumed the genuineness of all of the signatures on
original documents and the conformity to original documents of all copies
submitted to us as conformed or photostat copies. As to various questions of
fact material to such opinions, we have relied upon the statements or
certificates of officials and representatives of the Company and others.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation incorporated under the general
corporation laws of the State of Nevada and its status is active.
2. When (i) the Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), (ii) the 5,620,406 shares of
Common Stock have been issued and sold as contemplated in the Registration
Statement and (iii) certificates representing the 5,620,406 shares of Common
Stock have been duly executed, delivered and paid for, such shares of Common
Stock will be legally issued, fully paid and non-assessable.
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Securities and Exchange Commission
July 2, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
KIPNIS TESCHER LIPPMAN VALINSKY & KAIN
EXHIBIT 23.2
ACCOUNTANT'S CONSENT
To the Stockholders and Board of Directors of
Tasty Fries, Inc.
We consent to the use of our Independent Auditor's Report dated June 10, 1996
and accompanying financial statements of Tasty Fries, Inc. for the year ended
January 31, 1996 and 1995. This Report will be included in the Form S-8 which is
to be filed with the Securities and Exchange Commission for Tasty Fries, Inc.
SCHIFFMAN HUGHES BROWN
Certified Public Accountants
Blue Bell, Pennsylvania
July 1, 1996
