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REGISTRATION NOS.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TASTY FRIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 65-0259052
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
650 Sentry Parkway, Suite One, Blue Bell, PA 19422
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(address of principal executive offices)
STOCK GRANTS AUTHORIZED BY BOARD OF DIRECTORS
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(Full title of plan)
Richard C. Kelly, 650 Sentry Parkway, Ste. 1, Blue Bell, PA 19422
610 941 2109
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(Name, address and telephone nos. of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 444,315 $.50 $222,158 $100
</TABLE>
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT.
ITEM. 3 INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant is subject to the information requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and, in accordance
therewith, files reports with the Securities and Exchange Commission
("Commission"). The Registrant hereby states that (i) the documents
listed below are incorporated by reference in this Registration Statement
and (ii) all documents subsequently filed by the Registrant pursuant to
Sections 13 (a), 13 (c) and 15(d) of the Securities Exchange Act of 1934
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which de-registers
all securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement on Form S-8, and shall be a
part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the period
ending January 31, 1998, filed pursuant to Section 13(a) of the
Exchange Act, containing audited financial statements for that
period;
(b) All other reports filed by the Registrant pursuant to Action 13
(a) or 15 (d) of the Exchange Act since January 31, 1998.
(c) The description of the Common Stock which is contained in
registration statements filed under the Securities Act of 1933,
as amended ("Act"), including any amendment or report filed for
the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS IN SECURITIES
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted under Nevada law, the Registrant shall, to the fullest
extent permitted, indemnify any and all persons whom it shall have power
to indemnify under said law from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said law, and
the indemnification provided for therein shall not be
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deemed exclusive of any other right to which any person 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 Registrant.
ITEM 7. EXEMPTION FORM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
4.1 Copy of resolutions of the Board of Directors dated November 13,
1998
5 Opinion of The Law Office of Beckman Millman & Sanders, LLP.
24.1 Consent of The Law Office of Beckman Millman & Sanders, LLP
(included in Exhibit 5)
24.2 Consent of Schiffman Hughes Brown, independent certified public
accountant.
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ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes 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.
2. The Undersigned Registrant hereby undertakes that, for the purpose 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.
3. The undersigned Registrant 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.
4. The undersigned Registrant hereby undertakes that for purposes of the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 15 (d) of the Exchange Act that is incorporated
by reference in the registration statement related to the securities
offered therein, and the offering of such securities at such time
shall be deemed to be the initial bona fide offering thereof.
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5. Insofar as indemnification for liabilities arising under the
Securities 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 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 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
that the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction he question whether such
indemnification bay its is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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
this 13th day of November, 1998.
TASTY FRIES, INC.
by: /s/ Edward C. Kelly
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Edward C. Kelly, President
Principal Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following person in the capacities and of
the dates indicated.
/s/ Edward C. Kelly Date: November 13, 1998
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Edward C. Kelly, Director
/s/ Leonard Klarich Date: November 13, 1998
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Leonard Klarich, Director
/s/ Jurgen Wolf Date: November 13, 1998
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Jurgen Wolf, Director
/s/ Ian Lambert Date: November 13, 1998
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Ian Lambert, Director
/s/ Kurt Ziemer Date: November 13, 1998
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Kurt Ziemer
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Exhibit 4.1
WHEREAS, the Company has entered into an agreement dated May 30, 1997 with
Ronald Traban Associates, Inc. ("Traban") for public relations services,
and
WHEREAS, the Company has entered into an agreement dated May 1, 1998 with
Claridge Capital Corp.("Claridge") for marketing services, and
WHREAS, the Company is indebted to the law firm of Beckman, Millman &
Sanders, LLP ("Beckman") for legal services rendered, and
WHEREAS, Traban, Claridge and Beckman have agreed to accept shares of the
Company's common stock for the services which they rendered, be it
RESOLVED, that in payment for the remaining services due under the above
referenced agreements, 91,757 shares of the Company's common stock be
issued to Traban and 336,279 shares to Claridge, and be it
FURTHER RESOLVED, that 16,279 shares be issued to Beckman for legal
services rendered, and be it
FURTHER RESOLVED, that all of the above referenced shares of the
Company's common stock be registered in a registration statement on Form
S-8 to be filed with the Securities and Exchange Commission.
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Exhibit 5
November 13, 1998
Tasty Fries, Inc.
650 Sentry Parkway, Ste. 1
Blue Bell, Pennsylvania
19422
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Tasty Fries, Inc. ("Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") relating to and aggregate of 444,315 shares of the
Common Stock of the Company, par value $.001 per share (the "Shares") to
be issued to Ronald Traban Associates, Inc.; Claridge Capital Corp. and
Beckman, Millman & Sanders LLP.
As special counsel for the Company, we have examined such corporate
records, documents and such question of law as we have considered
necessary or appropriate for purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion, all necessary
corporate proceedings by the Company have been duly taken to authorize the
issuance of the Shares and that the Shares being registered pursuant to
the Registration Statement, when issued will be duly authorized, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an
admission that we are a person whose consent is required to be filed with
the Registration Statement under the provisions of the Act.
Cordially,
Beckman, Millman & Sanders, LLP
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Exhibit 24.2
To the Stockholders and Board of Directors
of Tasty Fries, Inc.
We consent to the use of our Independent Auditor's Report dated March
31, 1998 and accompanying financial statements of Tasty Fries, Inc. for
the year ended January 31, 1998. 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
November 13, 1998
