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As filed with the Securities and Exchange Commission on January 15, 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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 $470,000 $.39 $183,300 $ 50.96
-----------
- -------------------------------------------------------------------------------------------------
TOTAL $ 50.96
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c).
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 January 11, 1999.
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
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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.
ITEM 8. EXHIBITS
ITEM NO. DESCRIPTION
- -------- -----------
4.1 Copy of the Resolutions of the Board of Directors dated
January 11, 1999.
5 Opinion dated January 13, 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 January
11, 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
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(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.
(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 n 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.
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
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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 15th day of January, 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 January 15, 1999
Edward C. Kelly
/s/ Leonard Klarich Director January 15, 1999
Leonard Klarich
/s/ Jurgen Wolf Director January 15, 1999
Jurgen Wolf
/s/ Ian Lambert Director January 15, 1999
Ian Lambert
/s/ Kurt Ziemer Director January 15, 1999
Kurt Ziemer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4.1 Copy of Resolutions of the Board of Directors dated January 11,
1999.
5 Opinion dated January 13, 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 January 11, 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
Lurie & Zepeda from September 1, 1998 through January 8, 1999, the Company
grants 175,000 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, Attorney at Law, from June 1, 1998 through December 31, 1998,
the Company grants 85,000 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
Tralins and Associates from September 1, 1998 through January 8, 1999, the
Company grants 175,000 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
Schlecht, Shevlin & Shoenberger from February 1, 1998 through January 8, 1999,
the Company grants 35,000 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
January 15, 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 470,000 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 470,000 shares of
common Stock have ben issued and sold as contemplated in the Registration
Statement and (iii) certificates representing the 470,000 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 31, 1998,
and accompanying financial statements of Tasty Fries, Inc. for the years ended
January 31, 1998 and 1997. 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
January 15, 1999
