SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
January 25, 2005
Date of Report (Date of Earliest Event Reported)
TASTY FRIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada Commission No. 65-0259052
State or other jurisdiction 33-4460NY (I.R.S.Employer
incorporation or organization Identification No.)
650 Sentry Parkway, Suite One
Blue Bell, Pennsylvania 19422
(Address Of Principal Executive Offices)(Zip Code)
(610) 941-2109
(Registrant's telephone number, include area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On January 18, 2005 the Registrant entered into a Subscription Agreement,
that closed on January 18, 2005 with various entities in accordance with and in
reliance upon the exemption from securities registration for offers and sales to
accredited investors afforded by the provisions of Section 4(2), Section 4(6)
and/or Regulation D as promulgated by the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended. Under said Subscription
Agreement, the Registrant shall issue and sell to the Subscribers, and the
Subscribers, in the aggregate, shall purchase upto $1,100,000 of the principal
amount of 7% promissory notes of the Registrant convertible into shares of the
Registrants common stock, $.001 par value, at a per share conversion price of
the lesser of (i) 115% of the average of the closing bid prices of the common
stock of the Registrant for the five trading days preceding the Initial Closing
Date (as defined in the Subscription Agreement), or (ii) 80% of the average
closing bid prices of the common stock of the Registrant for the five trading
days preceding the Conversion Date (as defined in the Subscription Agreement).
The Registrant shall also issue to Subscribers four warrants for every ten
shares purchased at a exercise price of $.25 per share exercisable for three
years, subject to adjustments as provided in the warrant.
In addition, the Registrant agreed to prepare and file with the SEC, at
the Registrant's expense, as soon as practicable after the January 19, 2005
closing date, but no later than forty-five days thereafter, a Registration
Statement registering for resale the securities sold. In accordance with Section
11 of the Subscription Agreement, the Registrant shall register a number of
shares of Common Stock which is at least equal to the sum of two hundred percent
(200%) of the sum of (i) the number of Subscribed Shares, and (ii) the number of
Warrant Shares covered by the Warrants. Unless otherwise specifically agreed to
in writing in advance by the Subscribers, the Registration Statement shall
include only the Registrable Securities, the shares issuable on exercise of
warrants issued to the Subscribers and securities disclosed on Schedule 11.1 of
the Subscription Agreement.
The Registrant further agreed that it will use their reasonable best
efforts to cause such Registration Statement to be declared effective on a date
which is no later than the earlier of one day after oral or written notice by
the SEC that it may be declared effective or one hundred twenty days after the
Initial Closing Date (as defined in the Subscription Agreement).
If the Registration Statement covering the Registrable Securities is not
filed as contemplated by this Agreement with the SEC by the Required Filing
Date, the Registration Rights Agreement provides for various penalties.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
Exhibit No. Document Description
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9.1 Subscription Agreement
9.2 Form of Warrant
9.3 Form Escrow Agreement
9.4 Form of Covertible Note
9.5 Security Interest and Pledge Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 24, 2005 Tasty Fries, Inc.
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Registrant
/s/ Edward C. Kelly
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President & CEO