<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1999
Registration No.__________
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 (IRS 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 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
(Telelphone Number, including Area Code, of Agent for Service)
Louis M. Kelly
Law Office of Louis M. Kelly
616 DeKalb Street
Norristown, PA 19422
(610) 272-0690
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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 1,050,000 $.47 $493,500 $ 291.90
- --------------------------------------------------------------------------------
TOTAL $ 291.90
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c).
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2
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 Stocks of Tasty Fries, Inc. (the
"Registrant") pursuant to the Resolutions of the Board of Directors of the
Registrant on August 6, 1999.
<PAGE>
3
PART II
INFORMATION REQUIRED IN THE REGISTRANT STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (b) 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 Registrants 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(b) 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.
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 who 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 or 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.
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4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
ITEM NO. DESCRIPTION
- -------- -----------
<S> <C>
4.1 Copy of the Resolutions of the Board of Directors dated August 6, 1999.
5 Opinion dated August 6, 1999 of Louis M. Kelly, Esq. relating to the
issuance of shares of Common Stock pursuant to the Resolutions of the
Board of Directors dated August 6, 1999.
23.1 Consent of Louis M. Kelly, Esq. included in the Opinion filed as
Exhibit 5 hereto.
23.2 Consent of Schiffman Hughes and Brown, Independent Certified
Accountants.
</TABLE>
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.
<PAGE>
5
(2) The undersigned Registrant hereby undertakes that, for the 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 each 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 is 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.
<PAGE>
6
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 9th day of
August, 1999.
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 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Edward C. Kelly
- --------------------
Edward C. Kelly Director August 9, 1999
/s/ Leonard Klarich
- --------------------
Leonard Klarich Director August 9, 1999
/s/ Jurgen Wolf
- --------------------
Jurgen Wolf Director August 9, 1999
/s/ Ian Lambert
- --------------------
Ian Lambert Director August 9, 1999
/s/ Kurt Ziemer
- --------------------
Kurt Ziemer Director August 9, 1999
<PAGE>
7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
4.1 Copy of Resolution of the Board of Directors datedAugust 9, 1999
5 Opinion dated August 9, 1999 of Louis M. Kelly, Esq. relating to the
issuance of shares of Common Stock pursuant to the Resolutions of the
Board of Directors dated August 9, 1999.
23.1 Consent of Louis M. Kelly, Esq. included in the Opinion filed as
Exhibit 5 hereto.
23.2 Consent of Schiffman Hughes and Brown, Independent Certified Public
Accountants.
</TABLE>
<PAGE>
EXHIBIT 4.1
RESOLUTIONS
RESOLVED, that in payment for consulting services provided to the Company by L.
Eric Whetstone from August 1996 through August 1999, the Company grants 500,000
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 if its filing
obligations under the Securities Exchange Act of 1934 (the Exchange Act ).
RESOLVED, that in payment for professional services provided to the Company by
Ralph McKittrick from January 1999 through August 1999, the Company grants
500,000 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 and Exchange Act of 1934 (the Exchange Act ).
RESOLVED, that in payment for professional services rendered to the Company by
Edward C. Kelly, Jr. from March 1999 through August 1999, the Company grants
50,000 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 and Exchange Act of 1934 (the Exchange Act ).
<PAGE>
EXHIBIT 5
LAW OFFICE OF
LOUIS M. KELLY
616 Dekalb Street
Norristown, PA. 19401
(610) 272-0690
FAX (610) 272-7422
LOUIS M. KELLY
August 9, 1999
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 1,105,000 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 we
deem appropriate as the basis for the opinions herein expressed. In such
examination we have assumed the genuiness 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 materials to
such opinions, we have relied upon the statements or certificates of officials
and representatives of the Company and others.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation incorporated under the general
corporation laws of the Sate 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 1,050,000 shares of
common stock have been issued and sold as contemplated in the Registration
Statement and (iii) certificates representing the 1,050,000 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Louis M. Kelly
Law Office of Louis M. Kelly
<PAGE>
EXHIBIT 23.2
ACCOUNTANTS CONSENT
To the Stockholders and Board of Directors of Tasty Fries, Inc.
We consent to the use of an independent Auditor s Report dated March 30, 1999,
and accompanying financial statements of Tasty Fries, Inc. for the year ended
January 31, 1998. The 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
August 10, 1999
