SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) October 24, 1997
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COUNTRY STAR RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-23136 62-1536550
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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4929 Wilshire Boulevard, Suite 428, Los Angeles, CA 90010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 213/634-5588
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Item 9. Sales of Equity Securities Pursuant to Regulation S
Country Star Restaurants, Inc. (the "Company") sold in two transactions
securities that were not registered under the Securities Act of 1933, as
amended, in reliance upon Regulation S.
In the first transaction, the securities sold by the Company were 5%
Convertible Debentures. The date of sale was October 24, 1997. An aggregate of
$150,000 of Debentures were sold for the purchase price of $150,000, which was
paid in cash at closing. The purchasers of the Debentures were institutional
investors located abroad.
The Debentures are due and payable on January 31, 1998. The outstanding
balance of the Debentures bears interest at the rate of 5% per annum, payable
quarterly. Interest is payable in cash, or at the option of the Company, in
shares of common stock valued at a price equal to 80% of the average closing bid
price of the common stock during the 5 trading days preceding the date on which
the interest payment is made. The principal amount of the Debentures is
convertible, in whole or in part, into common stock of the Company at any time
after the date of issuance. Upon conversion, the holders of the Debentures are
entitled to acquire shares of common stock of the Company at a price equal to
the lesser of 80% of the average closing bid price of the common stock during
(a) the 5 trading days immediately preceding the date of conversion or (b) the 5
trading days immediately preceding the date of issuance of the Debentures.
In the second transaction, the securities issued by the Company were
5,000,000 shares of its Common Stock, par value $.001 per share. The date of
sale was October 24, 1997. The shares of Common Stock were issued to
institutional investors located abroad. The consideration received by the
Company was a full release by these institutional investors of alleged claims
they have against the Company.
No underwriting discounts or commissions were paid in connection with
either of the transactions.
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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 thereunto duly authorized, in the City of Los Angeles, State of
California on November 7, 1997.
COUNTRY STAR RESTAURANTS, INC.
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(Registrant)
Dated: November 7, 1997 /s/ Dan J. Rubin
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(Signature)
Dan J. Rubin, Chief Executive
Officer and President
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