SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) MARCH 11, 1999
COUNTRY STAR RESTAURANTS, INC.
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(Exact name of Registrant as specified in Charter)
DELAWARE 0-23136 62-1536550
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1000 UNIVERSAL CENTER DRIVE, SUITE 195 UNIVERSAL CITY, CALIFORNIA 91603
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(Address of principal executive office) (Zip Code)
NOT APPLICABLE
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(Former name and former address, as changed since last report)
Registrant's telephone number, including area code: 818-762-3939
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On March 11, 1999, and pursuant to the terms and conditions of a written Stock
Acquisition Agreement (the "Agreement"), Go Call, Inc., a then non-affiliated
publicly owned Delaware corporation ("GCI"), acquired an aggregate of 652,973
issued and outstanding shares of common stock, $.01 par value per share of the
Registrant (the "CSR Shares"). The CSR Shares were acquired from Dan J. Rubin,
Roy B. Rubin MD, Money Purchase Pension Plan and Daniel Nourani, the three
principal shareholders of the Registrant (the "CSR Shareholders") solely in
exchange for the original issuance and delivery to the CSR Shareholders of an
aggregate of 4,570,811 theretofore authorized but unissued shares of GCI's
Common Stock, $.01 par value per share (the "GCI Shares"). The transaction
between GCI and the CSR Shareholders is hereinafter referred to as the
"Acquisition". As of March 11, 1999, the CSR Shares represented approximately
92% of the Registrant's issued and outstanding common stock capitalization of
709,335 shares. The Agreement contained the customary representations and
warranties, including GCI's investment representations concerning the CSR
Shares. In the Agreement, the Registrant undertook, within six months from the
closing of the Acquisition, to prepare and file a registration statement with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, registering the CSR Shares for sale from time to time by GCI. In
addition, the Registrant granted GCI customary "piggy back" registration rights.
The Agreement did not contain any voting trust or any similar agreement or
understanding concerning GCI's voting or other disposition of the CSR Shares.
The Acquisition represented a change of control of the Registrant.
On April 19, 1999 and pursuant to the terms and conditions of a written
Agreement and Plan of Merger between GCI and the Registrant (the "Merger
Agreement"), GCI agreed to acquire the remaining 56,362 shares of the
Registrant's Common Stock from the individual shareholders thereof( the
"Remaining CSR Shares") solely in exchange for an aggregate of 394,534
theretofore authorized but unissued shares of GCI's Common Stock, $.01 par value
per share shares (the "GCI Merger Shares"). The acquisition of the Remaining CSR
Shares for the GCI Merger Shares is hereinafter referred to as the "Merger". In
the Merger Agreement, the Merger was made subject to: (i) the Merger Agreement
being submitted to the stockholders of the Registrant for the purpose of
considering and acting upon the Merger as required by Delaware law and the
settling of any and all appraisal rights held by the remaining public
shareholders of the Registrant; and (ii) the holders of not more than four
percent (4%) of the outstanding shares of the Registrant's common stock (i.e.,
28,372 Remaining Shares) having asserted dissenters' rights with respect to the
Merger under applicable Delaware law. The Merger Agreement provided that the
Merger shall become effective on the filing of the Merger Agreement in the
offices of the Secretary of State of Delaware, and upon the issuance of a
certificate of merger by the Secretary of State of Delaware (the "Effective
Date").
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The Merger Agreement also provided that on the Effective Date: (i) GCI shall be
the surviving corporation: (ii) the Articles of Incorporation, By-laws, officer
and directors of GCI shall be the Articles of Incorporation, By-laws, officer
and directors of the surviving corporation; (iii) the 652,973 CSR Shares held by
GCI immediately prior to the Effective Date shall be canceled; and (iv) If a
stockholder of the Registrant shall be entitled to receive a fractional GCI
Merger Share pursuant to the Merger, then such fractional share will be rounded
up to the nearest whole GCI Merger Share.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
GCI's acquisition of the CSR Shares may be deemed to be an acquisition of a
material amount of the assets of the Registrant. Similarly, GCI's acquisition of
the Remaining CSR Shares may be deemed to be an acquisition of a material amount
of the assets of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits and Index Required
Exhibit Index pursuant to Item 601(a) of Regulation S-K
NO. EXHIBIT
10(s) Stock Acquisition Agreement and Plan of Reorganization dated
March 11, 1999
10(t) Agreement and Plan of Merger dated April 19, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
Dated: Los Angeles, California
April 19, 1999
COUNTRY STAR RESTAURANTS, INC.
BY:/s/ MICHAEL RUGE
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Michael Ruge, Chief Executive Officer
BY: /s/ IAN SMITH
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Ian Smith, Secretary
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