SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Current Report Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report(Date of earliest event reported) October 14, 1997
Grand Havana Enterprises, Inc.
(Exact name of the registrant as specified in its charter)
Delaware 0-24828 95-442837
(State or other (Commission (IRS Employer
jurisdiction of File Number) I.D. Number)
incorporation
or organization)
1990 Westwood Blvd., Los Angeles, CA. 90025
(Address of principal executive offices) (Zip Code)
(310) 475-5600
(Registrant's telephone number,
including area code)
(Former name or former address, if changed from last report)Not applicable
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Item 9. Sale of Equity Securities Pursuant to Regulation S.
On October 14, 1997, Grand Havana Enterprises, Inc. (the
"Company") concluded a Regulation S offering of 3,229,267 units, to a total of
10 non-U.S. investors, each unit consisting of one share of Common Stock and a
warrant to purchase 1/2 share of Common Stock exercisable at $.82 per share of
Common Stock for aggregate gross proceeds to the Company of approximately
$2,650,000. In connection with this offering, the Company paid a placement fee
to Baytree Associates Incorporated, the selling agent, of 10%, a non-accountable
expense allowance of 3%, and, in addition, delivered warrants to purchase an
aggregate of 1,100,000 shares of Common Stock exercisable at $.82 per share as a
finder's fee (the "Finder's Warrants"). This offering was exempt from
registration under the Securities Act of 1933, as amended, pursuant to
Regulation S promulgated thereunder.
In January 1998 the Company determined to reduce the exercise
price of the Finder's Warrants to $.27 per share in consideration for the holder
of such warrants agreeing to currently exercise such warrants. All of the
Finder's Warrants were exercised in mid-January 1998 for aggregate gross
proceeds to the Company of $297,000.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GRAND HAVANA ENTERPRISES, INC.
Dated: February 1, 1998 By: /s/ Harry Shuster
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Harry Shuster,
Chief Executive Officer
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