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: April 11, 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
11, 2008, our wholly owned subsidiary, RCI Entertainment (Dallas), Inc.,
completed the acquisition of 100% of the issued and outstanding partnership
interest (the “Partnership Interest”) of Hotel Development – Texas, Ltd, a Texas
limited partnership (the “Partnership”) and 100% of the issued and outstanding
membership interest (the “Membership Interest”) of HD-Texas Management, LLC, a
Texas limited liability company, the general partner of the Partnership (the
“General Partner”) from Jerry Golding, Kenneth Meyer, and Charles McClure (the
“Sellers”). The Partnership owns and operates an adult entertainment
cabaret known as “The Executive Club” (the “Club”), located at 8550 North
Stemmons Freeway, Dallas, Texas 75247 (the “Real Property”). As part
of the transaction, our wholly owned subsidiary, RCI Holdings, Inc. (“RCI”),
also acquired the Real Property from DPC Holdings, LLC, a Texas limited
liability company (“DPC”) from the Sellers. DPC owns the Real
Property where the Club is located.
At
closing, we paid a total purchase price of $3,802,050 for the Partnership
Interest and Membership Interest, which was paid through the issuance of 50,694
shares of our restricted common stock to each of Messrs. Golding, Meyer and
McClure, for an aggregate total of 152,082 shares (collectively, the “Rick’s
Club Shares”) to be valued at $25.00 per share. As consideration for
the purchase of the Real Property, RCI paid total consideration of $5,697,950,
which was paid (i) $4,250,000 payable $610,000 in cash and $3,640,000 through
the issuance of a five year promissory note (the “Promissory Note”) and (iii)
the issuance of 57,918 shares of our restricted common stock (the “Rick’s Real
Property Shares”) to be valued at $25.00 per share. The Promissory
Note bears interest at a varying rate at the greater of (i) two percent (2%)
above the Prime Rate or (ii) seven and one-half percent (7.5%), and is
guaranteed by Rick’s and Eric Langan, individually. A copy of the
Promissory Note is attached hereto as Exhibit 10.1.
At
Closing, the Parties entered into an Amendment to Purchase Agreement solely to
provide for the Sellers to set aside of 10,500 Rick’s Club Shares under an
Escrow Agreement for the offset of certain liabilities of the
Partnership. A copy of the Amendment to Purchase Agreement and Escrow
Agreement are attached hereto as Exhibits 10.2 and 10.3,
respectively.
At
Closing, the Sellers entered into Lock-Up/Leak-Out Agreements pursuant to which
on or after one year after the closing date, the Sellers shall have the right,
but not the obligation to have Rick’s purchase from Sellers an aggregate of
3,621 Shares per month (the “Monthly Club Shares”), calculated at a price per
share equal to $25.00 per share (“Value of the Rick’s Club Shares”) until each
of the individual Sellers has received a total of $1,267,350 from the sale of
the Rick’s Club Shares. At our election during any given month, we
may either buy the Monthly Club Shares or, if we elect not to buy the Monthly
Club Shares from the Sellers, then the Sellers shall sell the Monthly Club
Shares in the open market. Any deficiency between the amount which
the Sellers receive from the sale of the Monthly Club Shares and the Value of
the Rick’s Club Shares shall be paid by us within three (3) business days of the
date of sale of the Monthly Club Shares during that particular
month. Our obligation to purchase the Monthly Club Shares from the
Sellers shall terminate and cease at such time as the Sellers have received an
aggregate total of $3,802,050 from the sale of the Rick’s Club Shares and any
deficiency. A copy of the Lock-Up/Leak-Out Agreement with each of the
Sellers (Form of) is attached hereto as Exhibit 10.4.
Additionally,
at Closing, DPC entered into a Lock-Up/Leak-Out Agreement pursuant to which on
or after one year after the closing date, DPC shall have the right, but not the
obligation to have Rick’s purchase from DPC 1,379 Shares per month (the “Monthly
Real Estate Shares”), calculated at a price per share equal to $25.00 per share
(“Value of the Rick’s Real Estate Shares”) until DPC has received a total of
$1,447,950 from the sale of the Rick’s Real Estate Shares. At our
election during any given month, we may either buy the Monthly Real Estate
Shares or, if we elect not to buy the Monthly Real Estate Shares from DPC, then
DPC shall sell the Monthly Real Estate Shares in the open market. Any
deficiency between the amount which DPC receives from the sale of the Monthly
Real Estate Shares and the Value of the Rick’s Real Estate Shares shall be paid
by us within three (3) business days of the date of sale of the Monthly Real
Estate Shares during that particular month. Our obligation to
purchase the Monthly Real Estate Shares from DPC shall terminate and cease at
such time as DPC has received an aggregate total of $1,447,950 from the sale of
the Rick’s Real Estate Shares and any deficiency. A copy of the
Lock-Up/Leak Out Agreement with DPC is attached hereto as Exhibit
10.5.
Finally,
at Closing each of the Sellers entered a five year Non-Competition Agreement
with us pursuant to which they agreed not to compete with us in Dallas County or
any adjacent county. A copy of the Non-Competition Agreement with
each of the Sellers (Form of) is attached hereto as Exhibit 10.6.
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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Number
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Description
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Promissory
Note
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Amendment
to Purchase Agreement
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Escrow
Agreement
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Lock-Up/Leak-Out
Agreement (Form of)—Sellers
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Lock-Up/Leak-Out
Agreement (DPC)
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Non-Competition
Agreement (Form of)
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Press
release dated April 14, 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 14, 2008
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Eric
Langan
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President
and Chief Executive Officer
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