-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+KsPUs7cjfHdtCqhCvVX3mkFs5IyrJNJFbv1nCwMXHVeLDFEshV8tnHeW5bQrmA qE8DULKAYuYYpAPKuSvQCQ== 0000950170-96-000435.txt : 19960708 0000950170-96-000435.hdr.sgml : 19960708 ACCESSION NUMBER: 0000950170-96-000435 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960705 EFFECTIVENESS DATE: 19960724 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TASTY FRIES INC CENTRAL INDEX KEY: 0000791885 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 650259052 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07701 FILM NUMBER: 96591543 BUSINESS ADDRESS: STREET 1: 650 SENTRY PKWY STE ONE CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 6109412109 S-8 1 As filed with the Securities and Exchange Commission on July 5, 1996 Registration No. 333- 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 (I.R.S. Employer of Incorporation or Organization) Identification Number) 650 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) Copy to: Michelle Kramish Kain, Esq. Kipnis Tescher Lippman Valinsky & Kain, P.A. Suite 2308 One Financial Plaza Fort Lauderdale, FL 33394 (954) 467-1964
CALCULATION OF REGISTRATION FEE =============================================================================================================================== 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) - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.0001 Par Value 5,620,406 $.38 $2,135,754.28 $736.47 - ------------------------------------------------------------------------------------------------------------------------------- TOTAL $736.47 ===============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee, pursuant to Rule 457(c). 2 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 June 27, 1996. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (c) 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 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 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 Company. 4 Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Registrant has been informed 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. 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 June 27, 1996. 5 Opinion dated July 2, 1996, of Kipnis Tescher Lippman Valinsky & Kain, P.A. relating to the issuance of shares of Common Stock pursuant to the Resolutions of the Board of Directors dated June 27, 1996. 23.1 Consent of Kipnis Tescher Lippman Valinsky & Kain, 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 (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. 5 (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 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. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the 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, on this 2nd day of July, 1996. 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 1993, 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 July 2, 1996 Edward C. Kelly /s/ Leonard Klarich Director July 2, 1996 Leonard Klarich /s/ Jurgen Wolf Director July 2, 1996 Jurgen Wolf /s/ Ian Lambert Director July 2, 1996 Ian Lambert 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.1 Copy of the Resolutions of the Board of Directors dated June 27, 1996. 5 Opinion dated July 2, 1996, of Kipnis Tescher Lippman Valinsky & Kain, P.A. relating to the issuance of shares of Common Stock pursuant to the Resolutions of the Board of Directors dated June 27, 1996. 23.1 Consent of Kipnis Tescher Lippman Valinsky & Kain, P.A. included in the Opinion filed as Exhibit 5 hereto. 23.2 Consent of Schiffman Hughes Brown, Independent Certified Public Accountants. EX-4.1 2 EXHIBIT 4.1 RESOLUTIONS RESOLVED, that in consideration for the consulting services provided to the Company by Leonard Klarich, a director of the Company, for the period of March 1, 1996 through May 31, 1996, which such services included assisting Edward Kelly, President of the Company, in marketing and distribution matters, the Company grants Leonard Klarich an option to acquire 1,000,000 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"). Such option is exercisable at any time and from time to time, in whole or in part, at an exercise price of $.05 per share for aggregate gross proceeds to the Company of $50,000. RESOLVED, that pursuant to the terms of that certain business consulting agreement dated May 23, 1996 by and between the Company and LBI Group, Inc. to provide consulting services which include managerial, marketing and sales requirements services, reviewing, analyzing and reporting on proposed business opportunities and strategic corporate planning on an on-going basis, the Company grants to each of Paul Lovito, Herbert Tabin, Matthew Lovito, Marc Lovito, Robert Solarchik and Karry Thompson, each employed by LBI, an option to purchase an aggregate of 4,000,000 shares of common stock comprised of 1,700,000, 1,300,000, 350,000, 250,000, 200,000 and 200,000 shares, respectively, to be registered on a registration statement on Form S-8 promptly after the Company becomes current in its filings under the Exchange Act. Such options shall be exercisable at any time and from time to time, in whole or in part, at an exercise price of $.05 per share for aggregate gross proceeds to the Company of $200,000. RESOLVED, that 620,406 shares of common stock acquired by Robert Portman and his assigns for consulting services provided by Portman and his affiliated companies, HoppBrook Consulting and C&M Advertising, shall be returned to the Company's transfer agent for cancellation and return to treasury, and shall be reissued to Portman in the same amount upon the effectiveness of a registration statement on Form S-8 filed with the SEC promptly after the Company becomes current in its filing obligations under the Exchange Act. The registration of these shares on behalf of Portman shall be pursuant to and in consideration of the settlement agreement only if entered into between the Company and Edward C. Kelly and Portman and related parties currently pending in Superior Court of New Jersey, Law Division, Monmouth County, Docket Number MON-L-234-96. EX-5 3 EXHIBIT 5 July 2, 1996 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 5,620,406 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 all 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 5,620,406 shares of Common Stock have been issued and sold as contemplated in the Registration Statement and (iii) certificates representing the 5,620,406 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. Securities and Exchange Commission July 2, 1996 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, KIPNIS TESCHER LIPPMAN VALINSKY & KAIN EX-23.2 4 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 June 10, 1996 and accompanying financial statements of Tasty Fries, Inc. for the year ended January 31, 1996 and 1995. 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 July 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----