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 GRANT AUTHORIZED BY BOARD OF DIRECTORS
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(FULL TITLE OF PLAN)
EDWARD C. KELLY, 650 SENTRY PARKWAY, SUITE ONE, 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 UNIT OFFERING PRICE REGISTRATION FEE
------------------- ------------ -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $ .45 $225,000 $ 60
</TABLE>
<PAGE>
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
Exchange Act 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, 2000 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, 2000.
(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 expenses, liabilities or other
matters referred to in or covered by said law. Further, the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under Registrant's Articles of Incorporation, By-law,
resolution of shareholders, resolution of directors, agreement or otherwise, as
permitted thereunder, as to action in any capacity in which he or her served at
the request of the Registrant. In so far as indemnification for liabilities
arising under the Securities Act may permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
<PAGE>
ITEM 7. EXEMPTION FORM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
4.1 Resolutions of the Board of Directors dated November 16, 2000
5.0 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 Larson Allen Weishar & Co., LLC, certified public
accountants.
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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.
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 the question whether such indemnification by its is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
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 there unto duly authorized in the Town
of Blue Bell, State of Pennsylvania this 16th day of November, 2000
TASTY FRIES, INC.
by: /s/ EDWARD C. KELLY
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Edward C. Kelly, President
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 16, 2000
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Edward C. Kelly, Director
/s/ LEONARD KLARICH Date: November 16, 2000
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Leonard Kalrich, Director
/s/ JURGEN WOLF Date: November 16, 2000
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Jurgen Wolf, Director
/s/ KURT ZIEMER Date: November 16, 2000
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Kurt Ziemer, Director
/s/ IAN LAMBERT Date: November 16, 2000
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Ian Lambert, Director
