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 $ .20 $40,000 $ 11
</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 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
December 30, 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 December 30, 1999.
(c) The description of the Common Stock which is contained in registration
statements filed under the Securities Act of 1933, as amended
("Securities 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 Steven A. Sanders will be passed upon by Beckman, Millman & Sanders, LLP.
Members of the firm of Beckman, Millman & Sanders, LLP, including Mr. Sanders,
own 15,000 shares of Common Stock of the Registrant.
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.
<PAGE>
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 Preambles and Resolutions of the Board of Directors dated November 14, 2000
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)
24.1 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.
<PAGE>
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 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 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 thereunto duly authorized in the Town of
Scarsdale, State of New York this 14th day of November, 2000.
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: November 14, 2000
---------------------------
Joseph Fiore, Director
/s/ James Mylock Date: November 14, 2000
---------------------------
James Mylock, Director
/s/ Tim Matula Date: November 14, 2000
---------------------------
Tim Matula, Director
