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: June 18, 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 OF ASSETS.
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On June
18, 2008, our wholly owned subsidiary RCI Entertainment (Northwest Highway),
Inc. (the “Purchaser”) completed the acquisition of certain assets (the
“Purchased Assets”) of North by East Entertainment, Ltd., a Texas limited
partnership (the “Seller”) by and through its general partner, Northeast
Platinum, LLC, a Texas limited liability company (the “General Partner”)
pursuant to an Asset Purchase Agreement dated May 10, 2008 previously filed with
our Form 8-K on May 14, 2008. The Seller owned and operated an adult
entertainment cabaret known as “Platinum Club II” (the “Club”), located at 10557
Wire Way (at Northwest Highway), Dallas, Texas 75220 (the “Real
Property”).
At
closing, we paid a total purchase price of $1,500,000 cash for the Purchased
Assets. At Closing, the principal of the Seller entered into a
five-year agreement not to compete with the Club by operating an establishment
with an urban theme that both serves liquor and provides live female nude or
semi-nude adult entertainment in Dallas County, Tarrant County, Texas or any of
the adjacent counties thereto. A copy of the Non Competition
Agreement is attached hereto as Exhibit 10.2.
As part
of the transaction, our wholly owned subsidiary RCI Holdings, Inc. (“RCI”) also
acquired the Real Property from Wire Way, LLC, a Texas limited liability company
(“Wire Way”). Pursuant to a Real Estate Purchase and Sale Agreement
(the “Real Estate Agreement”) dated May 10, 2008 previously filed with our Form
8-K on May 14, 2008, RCI paid total consideration of $6,000,000, which was paid
$1,650,000 in cash and $4,350,000 through the issuance of a five (5) year
promissory note (the “Promissory Note”). 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%), which is guaranteed by us
and by Eric Langan, our Chief Executive Officer, individually. A copy
of the Promissory Note 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
No.
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Description
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Promissory
Note
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Non-Competition
Agreement
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Press
release dated June 19, 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:
June 23, 2008
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Eric
Langan
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President
and Chief Executive Officer
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