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As filed with the Securities and Exchange Commission on February 4, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORK S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COUNTRY STAR RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 62-1536550
- ----------------------------- ------------------------
(State or other juris- (I.R.S. Employer
diction of incorpora- identification
tion or organization) number)
1115 SANTA MONICA BOULEVARD
SUITE 650
LOS ANGELES, CALIFORNIA 90025
- ----------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
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1994 NON-QUALIFIED STOCK OPTION PLAN
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ROBERT J. SCHUSTER
CHIEF EXECUTIVE OFFICER
COUNTRY STAR RESTAURANTS, INC.
11150 SANTA MONICA BOULEVARD
SUITE 650
LOS ANGELES, CALIFORNIA 90025
(310) 268-2200
(Name, address and telephone
number, including area code,
of agent for service)
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COPY TO:
Clifford A. Brandeis, Esq.
Zukerman Gore & Brandeis, LLP
900 Third Avenue
New York, New York 10022
(212) 223-6700
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered Share(1) Price(1) fee
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Common stock, 450,000 $.96875 $435,937.50 $136.37
par value
$.001 per share
- ----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c), based on the average of the Common
Stock's closing bid price, which was $.875, and closing asked price, which
was $.96875, on January 31, 1997.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the Prospectus of Country Star Restaurants, Inc.,
a Delaware corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), are kept on file at the offices of
the Registrant. The Registrant will provide without charge to employees and
consultants, on the written or oral request of any such persons, a copy of any
or all of the documents constituting the Prospectus. Written requests for such
copies should be directed to Mr. Peter R. Feinstein, President, Country Star
Restaurants, Inc., 11150 Santa Monica Boulevard, Suite 650, Los Angeles, CA
90025. Telephone requests may be directed to (310) 268-2200.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated as of their respective
dates in this Registration Statement by reference:
A. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995;
B. All other reports filed by the Registrant pursuant to Sections 13 (a)
or 15 (d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since December 31, 1995; and
C. Description of the Registrant's Common Stock, par value $.01 per
share, contained in the Registrant's registration statement filed by
the Registrant under Section 12 of the Exchange Act, as amended by all
subsequent amendments and reports filed for the purpose of reporting
such description.
Any document filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto, which either indicates that all securities
offered hereto have been sold or deregisters all securities then remaining
unsold, shall be deemed incorporated by reference in this Registration Statement
and the Prospectus and to be a part hereof or thereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes
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of this Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein or therein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The Registrant will provide without charge to each person to whom the
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein and in the Prospectus by reference (other than
exhibits to such documents which are not specifically incorporated by reference
in such documents). Written requests for such copies should be directed to Mr.
Peter R. Feinstein, President, Country Star Restaurants, Inc., 11150 Santa
Monica Boulevard, Los Angeles, CA 90025. Telephone requests may be directed to
(310) 268-2200.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Zukerman Gore & Brandeis, LLP, counsel to the Registrant, is opining that
the shares of Common Stock being registered under this Registration Statement
are duly authorized and, when issued as contemplated herein, will be validly
issued, fully paid and nonassessable. Zukerman Gore & Brandeis, LLP is the
beneficial owner of 40,000 non-qualified stock options, although none of the
shares of Common Stock issuable upon the exercise of such options are being
registered pursuant to this Registration Statement.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
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Reference also is made to Section 145 of the DGCL which provides that a
corporation may indemnify any person, including any officer or director, who is,
or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believes to be in or not opposed to the corporation's best interests
and, for criminal proceedings, had no reasonable cause to believe that his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses which such officer or director actually and reasonably
incurred.
The Registrant intends to amend its Certificate of Incorporation to provide
for indemnification of personal liability of the Directors of the Corporation to
the fullest extent permitted by paragraph "7" of Subsection (b) of Section 102
of the General Corporation Law of the State of Delaware.
Article X of the By-Laws of the Registrant ("By-Laws"), which is set forth
below in its entirety, provides for indemnification of officers, directors,
employees and agents substantially to the extent permitted under the Delaware
General Corporation Law.
Article X of the By-Laws provides as follows:
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"ARTICLE X"
INDEMNIFICATION
Section 10.1. Indemnification. The Corporation shall (a) indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement or such action or suit, (b) indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that he is or was a director or
officer of the Corporation, or served at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding, in each case to
the fullest extent permissible under subsections (a) through (f) of Section 145
of General Corporation Law of the State of Delaware of the indemnification
provisions of any successor statute and (c) advance reasonable and necessary
expenses in connection with such actions or suits, and not seek reimbursement of
such expenses unless there is a specific determination that the officer or
director is not entitled to such indemnification. The foregoing right of
indemnification shall in no way be exclusive of any other rights of
indemnification to which any such persons may be entitled, under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
The Registrant has entered into an Indemnification Agreement with each of
its Directors and any officer, employee, agent or fiduciary designated by the
Board of Directors (the "Indemnified Party") which provides that the Registrant
indemnify the Director or other party thereto to the fullest extent permitted by
applicable law. The agreement includes indemnification, to the extent permitted
by applicable law, against expenses, including reasonable attorneys' fees,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by the
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Indemnified Party in connection with any civil or criminal action or
administrative proceeding arising out of the Indemnified Party's performance of
his duties as a Director or officer of the Registrant. Such indemnification is
available if the Indemnified Party acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
Under the Indemnification Agreement, the entitlement of an Indemnified Party
to indemnification will be determined by a majority vote of a quorum of
disinterested Directors, or if such quorum is not obtainable, either by
independent counsel or by the stockholders of the Registrant, as determined by
such disinterested Directors. If a change of control of the Registrant has
occurred, the entitlement of such Indemnified Party shall be determined by
independent counsel to the Registrant, unless such Indemnified Party requests
that either the Board or the stockholders make such determination.
Each Indemnification Agreement will require the Registrant to advance
litigation expenses at the request of the Indemnified Party who is a party
thereto whether prior to or after final resolution of a proceeding, provided
that he undertakes to repay such advances if it is ultimately determined that he
is not entitled to indemnification for his expense. The advance of litigation
expenses will thereby be mandatory upon satisfaction of certain conditions by
the Indemnified Party.
Provided that it can do so at a reasonable expense, the Registrant intends
to obtain officers' and directors' liability insurance from the net proceeds
hereof allocated to working capital which insurance would provide for a maximum
of $3,000,000 of coverage, subject to a corporate reimbursement per occurrence
payable by the Registrant. There can be no assurance, however, that such
insurance, or any similar coverage, will be available to the Registrant, or if
available, will be on terms and conditions acceptable to the Registrant. Any
payments made by the Registrant under an Indemnification Agreement which are not
covered by the insurance policy may have an adverse impact on the Registrant's
earnings.
Under the Indemnification Agreement, the entitlement of a director or
officer to indemnification will be determined by a majority vote of a quorum of
disinterested directors, or if such quorum either is not obtainable or so
directs, by independent counsel or by the stockholders of the Registrant, as
determined by such disinterested directors. If a change of control of the
Registrant has occurred, the entitlement of such director or
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officer to indemnification shall be determined by independent counsel selected
by such director, unless such director or officer requests that either the Board
or the stockholders make such determination.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Number Description
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* 3.1 Certificate of the Incorporation of the Registrant
* 3.2 By-laws of the Registrant
5 Opinion of Zukerman Gore & Brandeis regarding
the legality of the Common Stock being registered
24 Consent of Zukerman Gore & Brandeis (included
in their opinion filed as Exhibit 5.1)
**10 1994 Non-Qualified Stock option Plan
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment of this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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* Filed as an exhibit to Registration Statement on Form SB-2, Registration
Statement No. 33-67526-A.
** To be filed by amendment.
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement; and
(iii) 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.
PROVIDED, HOWEVER, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in the post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated herein by reference.
(2) 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) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(c) 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 that 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
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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 against
the Registrant 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 Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant, certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Los Angeles, State of California on February 3, 1997.
COUNTRY STAR RESTAURANTS, INC.
By: /s/ Peter R. Feinstein
--------------------------------
Peter R. Feinstein,
President, Treasurer and
Director
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the dates stated.
Signature Title Date
- --------- ----- ----
/s/ Robert J. Schuster Chairman of the February 3, 1997
- ------------------------- Board of Directors,
Robert J. Schuster Chief Executive
Officer, Secretary
and Chairman of
Executive Committee
/s/ Peter R. Feinstein President, Treasurer February 3, 1997
- ------------------------ and Director
Peter R. Feinstein
/s/ David Michael Talla Director February 3, 1997
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David Michael Talla
/s/ Arthur Guglielmi Director February 3, 1997
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Arthur Guglielmi
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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3.1 Certificate of the Incorporation Incorporated by
of the Registrant Reference
3.2 By-laws of the Registrant Incorporated by
Reference
5 Opinion of Zukerman Gore & Filed herewith
Brandeis, LLP regarding the
legality of the Common Stock
being registered
24 Consent of Zukerman Gore & Brandeis, Filed herewith
LLP (included in their opinion
filed as an Exhibit 5)
**10 1994 Non-Qualified Stock Option Plan To be filed
by amendment
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ZUKERMAN GORE & BRANDEIS, LLP
900 THIRD AVENUE
NEW YORK, NY 10022
(212) 223-6700
EXHIBIT 5
February 4, 1997
Board of Directors
Country Star Restaurants, Inc.
11150 Santa Monica Boulevard, Ste. 650
Los Angeles, CA 90025
Re: Country Star Restaurants, Inc.;
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel for Country Star Restuarants, Inc., a Delaware
corporation (the "Company") in connection with the preparation and filing by the
Company of a registration statement on Form S-8, and the prospectus that forms a
part thereof (the "Registration Statement" and "Prospectus," respectively) under
the Securities Act of 1933, as amended, relating to the registration by the
Company of an aggregate of 450,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), pursuant to the Company's 1994
Non-Qualified Stock Option Plan (the "Plan") to be issued to employees and
consultants of the Company.
We have examined the Certificate of Incorporation and the By-Laws of
the Company, the minutes of the various meetings and consents of the Board of
Directors of the Company, originals or copies of such records of the Company and
where applicable, agreements, certificates of public officials, certificates of
officers and representatives of the Company, and others, and such other
documents, including the Plan, certificates, records, authorizations,
proceedings, statutes and judicial decisions as we have deemed necessary to form
the basis of the opinion expressed below. In such examination, we have assumed
the genuiness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to originals of all documents submitted to us
as copies thereof. As to various questions of fact material to such opinion, we
have relied upon
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Board of Directors
February 4, 1997
Page 2
statements and certificates of officers and representatives of the Company and
its predecessor-in-interest and others.
Based on the foregoing, we are of the opinion that:
1. All shares of Common Stock have been duly authorized and, when
issued and sold in accordance with the Prospectus, will be validly issued, fully
paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement as attorneys who have passed upon the validity of the
shares of Common Stock.
We further consent to your filing a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Zukerman Gore & Brandeis, LLP
---------------------------------
ZUKERMAN GORE & BRANDEIS, LLP
ZG&B/mi
