form8k.htm
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
To Section 13 or 15(d) Of
The
Securities Exchange Act of 1934
Date of
Report: March 31, 2008
RICK'S
CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
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Texas
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0-26958
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76-0037324
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(State
Or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification
No.)
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10959
Cutten Road
Houston,
Texas 77066
(Address
Of Principal Executive Offices, Including Zip Code)
(281)
397-6730
(Issuer’s Telephone Number, Including Area Code)
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ITEM
2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS.
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On March
31, 2008, our subsidiary, RCI Entertainment (Austin), Inc. (“RCI”), completed
the acquisition of 49% of the membership interest of Playmates Gentlemen’s Club,
LLC (“Playmates”) from Behzad Bahrami (“Seller”), creating 100% ownership in
RCI. Playmates owns an adult entertainment cabaret known as
“Playmates” (the “Club”) located at 8110 Springdale Road, Austin, Texas 78724
(the “Premises”). Under the terms of the Purchase Agreement, RCI paid
a total purchase price of $1,401,711.30 which was paid $701,711.30 in cash and
debt forgiveness at the time of closing and the issuance of 35,000 shares of our
restricted common stock valued at $20.00 per share (the “Shares”).
Pursuant
to the terms of the Purchase Agreement, on or after one year after the closing
date, the Seller shall have the right, but not the obligation to have us
purchase from Seller 5,000 Shares per month (the “Monthly Shares”), calculated
at a price per share equal to $20.00 (“Value of the Shares”). Seller
shall notify us during any given month of its election to “Put” the Monthly
Shares to us during that particular month. At our election during any
given month, we may either buy the Monthly Shares or, if we elect not to buy the
Monthly Shares from the Seller, then the Seller shall sell the Monthly Shares in
the open market. Any deficiency between the amount which the Seller
receives from the sale of the Monthly Shares and the Value of the Shares shall
be paid by us within three (3) business days of the date of sale of the Monthly
Shares during that particular month. Our obligation to purchase the
Monthly Shares from the Seller shall terminate and cease at such time as the
Seller has received a total of $700,000 from the sale of the
Shares.
In the
event the Seller elects not to “Put” the Shares to us, the Seller shall not sell
more than 10,000 Shares during any 90-day period in the open market, provided
that Seller complies with Rule 144 of the Securities Act of 1933, as amended, in
connection with his sale of the Shares.
The terms
and conditions of the transaction were the result of arms-length negotiation
between the parties. A copy of the Purchase Agreement is attached
hereto as Exhibit 10.1. A copy of the press release related to this
transaction is attached hereto as Exhibit 99.1.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(c)
Exhibits
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Exhibit
Number
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Description
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Purchase
Agreement
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Press
release dated April 1, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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RICK'S
CABARET INTERNATIONAL, INC.
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By:
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/s/ Eric Langan
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Date: April
2, 2008
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Eric
Langan
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President
and Chief Executive Officer
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