SECURITIES AND EXCHANGE COMMISSION
REPORT ON FORM 10-KSB/A
(AMENDMENT NO. 1)
|X| Annual Report pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
|_| Transition Report pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File No. 0-23136
COUNTRY STAR RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1536550
(State of or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication No.)
11150 Santa Monica Boulevard
Los Angeles, California 90025
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: 310/268-2200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share
(Title of Class)
Preferred Stock, Par Value $.001 Per Share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of the Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. X
---
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<PAGE>
Issuer's revenues for its most recent fiscal year were $8,059,415.
On April 7, 1997, the aggregate market value of the voting common stock
held by non-affiliates of the Registrant was $9,340,623 based upon the average
of the closing bid and asked price of such common stock as of April 7, 1997,
which was $.60938.
The number of shares outstanding of the Registrant's common stock, as of
April 7, 1997 was 15,328,328.
On April 7, 1997, the aggregate market value of the voting preferred stock
held by non-affiliates of the Registrant was $816,537 based upon the average of
the closing bid and asked price of such preferred stock as of April 7, 1997,
which was $3.4375.
The number of shares outstanding of the Registrant's preferred stock, as of
April 7, 1997 was 237,538.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
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<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Set forth below is biographical information for each director of the
Company.
Dan Rubin, age 25, became Chief Executive Officer, President and a director
of the Company on February 12, 1997. He has been a private investor during the
past five years. He is the President and Chief Executive Officer of Rubin
Investment Group, a private investment company.
Robert A. Nardone, Jr., age 30, became a Director of the Company on
February 12, 1997. He has been a senior loan officer of Summit Bank since
November, 1992.
Darren C. Rice, age 27, became a Director of the Company on February 12,
1997. He has been President of Cornerstone Financial, Inc., a mortgage banking
company since October, 1995. From November, 1992 to October, 1995 he was a
mortgage sales representative for Norwest Mortgage, Inc.
William W. Wei, age 28, became a Director of the Company on February 12,
1997. From January 1997 to the present, he has been President and owner of
Nassau Management Group, Inc., which is engaged in real estate management. Prior
thereto, he was a detective in law enforcement with the Monmouth County
Prosecutor's Office and the Rutgers University Police.
Directors and Executive Officers
The names and ages of the directors and executive officers of the Company
continuing in office, and of executive officers who held office during 1996 are
set forth below.
Name Age Position Held
---- --- -------------
Dan J. Rubin 25 President, Chief Executive
Officer and Director
Robert A. Nardone, Jr. 30 Director
Darren C. Rice 27 Director
William W. Wei 28 Director
Robert L. Davidson 45 Secretary
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<PAGE>
Robert J. Schuster(1) 52 Formerly Chairman of the Board
of Directors, Chief Executive
Officer and Secretary
Peter R. Feinstein(1) 51 Formerly President, Chief
Financial Officer, Treasurer
ROBERT J. SCHUSTER was Chairman of the Board, Chief Executive Officer and
Secretary of the Company from its inception to February, 1997.
PETER R. FEINSTEIN, was the President, Treasurer and a Director of the
Company from June 1993 and Chief Financial Officer from August 1995 until
February 1997. Mr. Feinstein was also Chief Financial Officer of the Company
from June 1993 through March 1994.
Section 16(a) Beneficial Ownership Reporting Compliance: Section 16(a) of
the Exchange Act requires the Company's executive officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities ("Reporting Persons"), to file reports of ownership and changes in
ownership with the SEC and with The NASDAQ Stock Market. Reporting Persons are
required by SEC regulations to furnish the Company with copies of all forms they
file pursuant to Section 16(a). Based solely on its review of the copies of such
reports received by it, or written representations from certain Reporting
Persons that no other reports were required for those persons, the Company
believes that, during the year ended December 31, 1996, the Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company to the
Chief Executive Officer and executive officers of the Company whose total annual
salary and bonus exceeded $100,000 for the years ended December 31, 1994, 1995
and 1996.
- --------------
1 Resigned as a Director of the Company during February, 1997.
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<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------
Annual Compensation Awards Payouts
--------------------- ----------- ----------
Securities
Name and Other Annual Restricted Underlying All Other
Principal Position Year Salary($) Bonus Compen- Stock Options/ LTIP Compen-
- ------------------ sation($) Awards($) SARs(#) Payouts($) sation($)
--------- --------- ------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dan Rubin 1996 -- -- -- -- -- -- --
President and 1995 -- -- -- -- -- -- --
Director 1994 -- -- -- -- -- -- --
Robert J. Schuster 1996 $250,000 $ 40,000 $ 0 $ 0 500,000(5) $ 0 $ 0
Former Chief Executive 1995 $250,000 $ 0 $ 0 $ 0 0 $ 0 $ 0
Officer, Secretary and 1994 $183,333(1) $100,000 $ 0 $ 0 118,000(2) $ 0 $ 0
Director
Peter R. Feinstein 1996 $240,000 $ 40,000 $ 0 $ 0 500,000 $ 0 $ 0
Former President, 1995 $240,000 $ 0 $ 0 $ 0 0 $ 0 $ 0
Director and Chief 1994 $177,333(3) $100,000 $ 0 $ 0 208,000(4) $ 0 $ 0
Financial Officer
Alan Fronke 1996 $120,312 -- -- -- -- -- $100,000(6)
Former Senior Vice 1995 -- -- -- -- -- -- --
President, Operations 1994 -- -- -- -- -- -- --
</TABLE>
- ----------------
1 In August of 1994, the Company's Board of Directors increased Mr.
Schuster's salary from $150,000 per annum to $250,000 per annum.
2 All of these options, which were initially issued at $6.50 per share in
1994, were repriced in December of 1994.
3 In August of 1994, the Company's Board of Directors increased Mr.
Feinstein's salary from 140,000 per annum to $240,000 per annum.
4 Of these options, 118,000 which were initially issued at $6.50 per share in
1994, were repriced in December of 1994. The remaining 90,000 options were
repriced in August of 1995.
5 The Board of Directors approved the award of 500,000 warrants to purchase
common stock at the rate of $4.00 per share with a vesting schedule based
on company profitability.
6 Alan Fronke was granted 100,000 warrants to purchase common stock as part
of his initial employment agreement.
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<PAGE>
1996 Option Grants
The following table shows information regarding grants of stock options in
1996 to the executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base
Executive Officer Granted in Fiscal Year Price ($/SH) Exp. Date
- ----------------- ---------- -------------- ------------ ---------
<S> <C> <C> <C> <C>
Dan Rubin --- --- --- ---
Robert J. Schuster 100,000 6.58% $ 2.00 ---
500,000 32.92% $ 4.00 ---
Peter Feinstein 100,000 6.58% $ 2.00 3/31/01
500,000 32.92% $ 4.00 3/31/01
Alan Fronke 100,000 6.58% $ 2.00 ---
</TABLE>
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<PAGE>
1996 Option Exercises and Year-End Values
The following table shows information regarding the exercise of stock
options during 1996 by the executive officers named in the Summary Compensation
Table and the number and value of any unexercised stock options as of December
31, 1996.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-The-Money
Shares Options at Options at
Acquired FY-End (#) FY-End ($)
on Value Exercisable/ Exercisable/
Executive Officer Exercise (#) Realized ($) Unexercisable Unexercisable
----------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Dan Rubin --- --- --- ---
Robert J. Schuster --- --- 100,000/500,000 ---
Peter R. Feinstein --- --- 100,000/500,000 ---
Alan Fronke --- --- 208,000/0 ---
</TABLE>
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<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of Common Stock by any
holder of more than five percent (5%) of the outstanding shares, each nominee,
by each of the incumbent executive officers and directors, and such directors
and executive officers as a group.
Common Stock
------------
Amount and Nature of
Beneficial Ownership(1)
Percent
Name and Address of Directly Exercisable of
Beneficial Owner Owned Options Total
---------------- ----- ------- -----
Dan J. Rubin --- 929,510 5.7%
c/o Country Star Restaurants, Inc.
11150 Santa Monica Boulevard
Suite 650
Los Angeles, California 90025
Robert A. Nardone, Jr. --- --- ---
c/o Country Star Restaurants, Inc.
11150 Santa Monica Boulevard
Suite 650
Los Angeles, California 90025
Darren C. Rice --- --- ---
c/o Country Star Restaurants, Inc.
11150 Santa Monica Boulevard
Suite 650
Los Angeles, California 90025
- --------------
1 The shares of Common Stock owned by each person or by the group, and the
shares included in the total number of shares of Common Stock outstanding,
have been adjusted in accordance with Rule 13d-3 under the Securities Act
of 1934, as amended, to reflect the ownership of shares issuable upon
exercise of outstanding options, warrants, convertible debt or other common
stock equivalents which are exercisable within 60 days. As provided in such
Rule, such shares issuable to any holder are deemed outstanding for the
purpose of calculating such holder's beneficial ownership but not any other
holder's beneficial ownership.
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<PAGE>
William W. Wei --- --- ---
c/o Country Star Restaurants, Inc.
11150 Santa Monica Boulevard
Suite 650
Los Angeles, California 90025
Robert J. Schuster(1) 558,345 718,000 7.7%
1060 Hanley Avenue
Los Angeles, California 90049
Peter R. Feinstein(1) 180,500 808,000 6.1%
18341 Lake Encino Drive
Encino, California 91316
All incumbent officers, directors --- 929,510 5.7%
and director nominees as a
group
- --------------
(1) Information concerning the security ownership of Mr. Schuster and Mr.
Feinstein, former directors of the Company, is based on the Company's
belief as to these matters.
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<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Management's Discussion and Analysis of Operations - Capital
Resources, February 12, 1997 Financing and Change in Control, and Private
Placements During 1996."
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
executed this 29 day of April, 1997.
COUNTRY STAR RESTAURANTS, INC.
By: /s/ Dan J. Rubin
----------------------------
Dan J. Rubin, President
and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
President, Chief
Executive Officer
/s/ Dan J. Rubin and Director April 29 , 1997
- --------------------- ----------------- --------------
Dan J. Rubin
/s/ William Wei Director April 29 , 1997
- --------------------- --------------- --------------
William Wei
/s/ Robert A. Nardone Director April 29 , 1997
- --------------------- --------------- --------------
Robert A. Nardone
/s/ Darren Rice Director April 29 , 1997
- --------------------- --------------- --------------
Darren Rice
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