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As filed with the Securities and Exchange Commission on October __________, 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)
65 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)
Myles J. Tralins
Tralins & Associates, Inc.
One Biscayne Tower, Suite #3310
Two South Biscayne Boulevard
Miami, Florida 33131
(305) 374-3300
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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 $540,000 $.48 $259,200 $72.06
------
- ------------------------------------------------------------------------------------------------------------------
TOTAL $72.06
------
- -------------------------------------------------------------------------------------------------------------------
</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 October 12, 1999.
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 (b) 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
4
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ITEM 8. EXHIBITS
ITEM NO. DESCRIPTION
4.1 Copy of the Resolutions of the Board of Directors dated October 12,
1999.
5 Opinion dated October 12, 1999 of Tralins & Associates, P.A. relating
to the issuance of shares of Common Stock pursuant to the Resolutions
of the Board of Directors dated October 12, 1999.
23.1 Consent of Tralins & Associates, 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 is 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 14th
day of October, 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.
TITLE DATE
/s/ Edward C. Kelly Director October 14, 1999
Edward C. Kelly
/s/ Leonard Klarich Director October 14, 1999
Leonard Klarich
/s/ Jurgen Wolf Director October 14, 1999
Jurgen Wolf
/s/ Ian Lambert Director October 14, 1999
Ian Lambert
/s/ Kurt Ziemer Director October 14, 1999
Kurt Ziemer
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Copy of Resolutions of the Board of Directors dated October 12, 1999.
5 Opinion dated October 12, 1999, of Tralins & Associates, P.A. relating
to the issuance of shares of Common Stock pursuant to the Resolutions
of the Board of Directors dated October 12, 1999.
23.1 Consent of Tralins & Associates, P.A. included in the Opinion filed as
Exhibit 5 hereto.
23.2 Consent of Schiffman Hughes Brown, Independent Certified Public
Accountants.
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Exhibit 4.1
RESOLUTIONS
RESOLVED, that in payment for legal services provided to the Company by
Bruce J. Lurie from June 12, 1999 through October 9, 1999, the Company grants
250,000 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").
RESOLVED, that in payment for legal services provided to the Company by
Louis M. Kelly from January 1, 1999 through October 9, 1999, the Company grants
40,000 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").
RESOLVED, that in payment for legal services provided to the Company by
Myles J. Tralins from July 20, 1999 through October 9, 1999, the Company grants
150,000 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").
RESOLVED, that in payment for financial consulting services provided to
the Company by Stephen R. Feldman from July 1, 1999 through October 1, 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 Exchange Act of 1934 (the "Exchange
Act").
RESOLVED, that in payment for financial consulting services provided to
the Company by Brett Hamberger from July 1, 1999 through October 1, 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 Exchange Act of 1934 (the "Exchange
Act").
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EXHIBIT 5
October 12, 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 540,000 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 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 al 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 540,000 shares of
common Stock have ben issued and sold as contemplated in the Registration
Statement and (iii) certificates representing the 540,000 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,
Tralins and Associates, P.A.
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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 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
October 14, 1999
