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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)
Edward 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
- -------------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 100,000 $.50 50,000 $15
</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, 1999, 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, 1999.
(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 19,
1999
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 19th day of November, 1999.
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 19, 1999
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Edward C. Kelly, Director
/s/ Leonard Klarich Date: November 19, 1999
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Leonard Klarich, Director
/s/ Jurgen Wolf Date: November 19, 1999
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Jurgen Wolf, Director
/s/ Ian Lambert Date: November 19, 1999
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Ian Lambert, Director
/s/ Kurt Ziemer Date: November 19, 1999
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Kurt Ziemer
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Exhibit 4.1
WHEREAS, the Company is indebted to the law firm of Beckman, Millman &
Sanders, LLP ("Beckman") for legal services rendered, and
FURTHER RESOLVED, that 100,000 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 19, 1999
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 100,000 shares of the Common Stock of the Company, par value $.001
per share (the "Shares") to 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,
1999 and accompanying financial statements of Tasty Fries, Inc. for the year
ended January 31, 1999. 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 19, 1999
