Registration nos.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EAT AT JOE'S, LTD
(Exact name of registrant as specified in its charter)
DELAWARE 75-2636283
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification nos.)
670 White Plains Road, Scarsdale, New York 10583
(address of principal executive offices)
STOCK GRANT AUTHORIZED BY BOARD OF DIRECTORS
(Full title of plan)
Joseph Fiore, 670 White Plains Road, Scarsdale, New York 10583
914-725 2700
(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 200,000 $0.50 $100,000 $27
</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
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 deregisters 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
December 30, 1998, 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 December 30, 1998.
(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
The validity of the authorization and issuance of the Common Stock issuable
to Beckman, Millman & Sanders, LLP, will be passed upon by Beckman, Millman &
Sanders, LLP. Members of the firm of Beckman, Millman & Sanders, LLP own 165,000
shares of Common Stock of the Registrant.
<PAGE>
Item 6. Indemnification of Directors and Officers
The Registrant's By-laws contain the broadest form of indemnification for
its officers and directors and former officers and directors permitted under
Delaware law. 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.
Item 7. Exemption form Registration Claimed
Not Applicable
Item 8. Exhibits
4.1 Certificate of Incorporation of the Registrant, as amended (1)
4.2 By-laws of the Registrant (1)
4.3 Resolutions of the Board of Directors dated December 13, 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 Robison, Hill & Co. certified public accountants.
- --------------------------------------------------------------------------------
(1) Previously filed with the Commission as an exhibit to the Registrant's
Registration Statement on Form S-18 as amended, was declared effective by
the Commission in 1988.
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.
<PAGE>
3. The undersigned Registrant hereby undertakes to remove from registration by
means a 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 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.
<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 thereunto duly
authoriz ed in the Town of Scarsdale, State of New York this 13th day of
December, 1999.
EAT AT JOE'S, LTD
by: /s/ Joseph Fiore
-------------------------
Joseph Fiore, Chairman
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/ Joseph Fiore Date: December 13, 1999
--------------------------
Joseph Fiore, Director
/s/ James Mylock Date: December 13, 1999
--------------------------
James Mylock, Director
/s/ Tim Matula Date: December 13, 1999
--------------------------
Tim Matula, Director
Exhibit 4.3
RESOLUTIONS
RESOLVED, that 200,000 shares be issued to Beckman, Millman & Sanders,LLP
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, and be it
FUTHER RESOLVED, that the officers of the Corporation be and hereby are,
authorized and directed to take all actions, and execute all instruments and
other documents in the name and on behalf of the Corporation as such officers
shall determine to be necessary or advisable in order to effectuate the
foregoing resolutions and to carry out the purposes thereof.
Exhibit 5
December 13, 1999
Eat at Joe's, Ltd.
670 White Plains Road
Scarsdale, New York
10583
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Eat at Joe's, Ltd. ("Company") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the "Act")
relating to and aggregate of 200,000 shares of the Common Stock of the Company,
par value $.0001 per share (the "Shares") to be issued to Beckman, Millman &
Sanders LLP.
As special counsel for the Company, we have examined such corporate
records, documents and such questions 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
Exhibit 24.2
To the Stockholders and Board of Directors
of Eat at Joe's, Ltd.
We consent to the use of our Independent Auditor's Report dated March 25,
1999 and accompanying financial statements of Eat at Joe's, Ltd. for the year
ended December 30, 1998. This Report will be included in the Form S-8 which is
to be filed with the Securities and Exchange Commission for Eat at Joe's, Ltd.
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
December 13, 1999
