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: August 8, 2005
RICK'S CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
Texas 000-26958 76-0037324
(State Or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
10959 Cutten Road
Houston, Texas 77066
(Address Of Principal Executive Offices, Including Zip Code)
(281) 397-6730
(Registrant's Telephone Number, Including Area Code)
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD.
On August 8, 2005, the Company received a letter from the Listing
Qualifications Department of the Nasdaq Stock Market ("Nasdaq") notifying the
Company that the issuance by the Company of its Secured Convertible Debenture
("Debenture") to Mr. Ralph McElroy as described in its Form 8-K filed on August
3, 2005, was non-compliant with shareholder approval requirements as set forth
in Marketplace Rule 4350(i)(1)(B) (the "Rule") which requires shareholder
approval of any transaction when the issuance or potential issuance will result
in a change of control of the issuer. Based upon the issuance of a new Secured
Convertible Debenture by the Company which supersedes and replaces in its
entirety the original Debenture and which addressed and cured this matter, the
Staff determined, as noted in their letter of August 8, 2005, that the Company
had regained compliance with the Rule and the matter was closed.
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.
RICK'S CABARET INTERNATIONAL, INC.
By: /s/ Eric Langan
--------------------
Date: August 9, 2005 Eric Langan
Chairman, President, Chief Executive
Officer and Acting Chief Accounting Officer