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: May 10, 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)
ITEM
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On May
10, 2008, we entered into an Asset Purchase Agreement (the “Asset Purchase
Agreement”) pursuant to the terms of which our subsidiary, RCI Entertainment
(Northwest Highway), Inc. (the “Purchaser”), will acquire 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”). The Seller owns and operates an adult entertainment
cabaret known as “Platinum Club II” (the “Club”), located at 2051 Northwest
Highway, Dallas, Texas 75220 (the “Real Property”).
At
closing, we will pay a total purchase price of $1,500,000 for the Purchased
Assets which will be payable by cashier’s check, certified funds or wire
transfer at closing. The Asset Purchase Agreement provides for the
transaction to close the later of (i) June 10, 2008, 2008, or (ii) ten (10) days
after the approval of the Purchaser’s application for a Sexually Oriented
Business License (the “SOB Permit”) by the City of Dallas and the transfer of
all other permits utilized to operate the Club to Purchaser or affiliates of
Purchaser (the “Asset Closing Date”), provided however that in no event shall
the Asset Closing Date be later than August 31, 2008. A copy of the
Asset Purchase Agreement is attached hereto as Exhibit 10.1.
On the
Asset Closing Date, the principal of the Seller will enter 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.
As part
of the transaction, our wholly owned subsidiary RCI Holdings, Inc. (“RCI”) will
also acquire 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, RCI will pay a total
purchase price of $6,000,000 (the “Real Estate Purchase Price”) for the Real
Property. RCI will pay $1,500,000 by cashier’s check, certified funds
or wire transfer on the Asset Closing Date, which will be credited against the
Real Estate Purchase Price. Upon execution of the Real Estate
Agreement, RCI paid $100,000 initial earnest money (the “Initial Earnest Money”)
to Republic Title of Texas (the “Title Company”). The Initial Earnest
Money is fully refundable until the later of June 10, 2008, or ten (10) days
after the approval of the Purchaser’s application for the SOB Permit and the
transfer of all other permits utilized to operate the Club, but in no event
later than August 31, 2008, after which date the Initial Earnest Money shall
become non-refundable but will continue to be held by the title company and
shall be credited against the Real Estate Purchase Price.
Commencing
60 days from the Asset Closing Date, RCI shall deliver as additional earnest
money (“Additional Earnest Money”) to the Title Company each month the amount of
$200,000 in cash until the closing of the Real Estate Agreement. If
the closing for the Real Estate Agreement occurs, all Additional Earnest Money
delivered to the Title Company shall be credited against the Real Estate
Purchase Price at closing. Pursuant to the Real Estate Agreement Wire
Way is required to provide RCI with certain due diligence items related to the
Real Property including a title commitment, a survey, soils tests and
environmental reports, among other things (the “Real Estate Due Diligence
Items”). In the event any exceptions or reservations appear in the
title commitment or in the event the survey is unacceptable to RCI, then RCI
shall have the right to terminate the Real Estate Agreement by written notice
delivered to Wire Way on or before the date which is ten (10) business days
after the date of RCI’s receipt of all of the Real Estate Due Diligence Items at
which time RCI shall be entitled to immediately receive the return of the
Initial Earnest Money.
The Real
Estate Agreement provides for RCI to complete the purchase of the Real Property
on or before one year from the Asset Closing Date by providing Wire Way and the
title company ten (10) days written notice of its intention to close the
acquisition of the Real Property. Subject to and simultaneously
with the Asset Closing Date, Wire Way will enter into a one year Lease Agreement
with the Purchaser under which Purchaser shall pay $45,000 per month to Wire Way
as landlord. A copy of the Real Estate Purchase Agreement is attached
as Exhibit 10.2.
The Asset
Purchase Agreement and the Real Estate Agreement and the Lease Agreement
are a result of arms-length negotiations between the parties. A copy
of the press release related to this transaction is attached hereto as Exhibit
99.1.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(c)
Exhibits
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Exhibit
Number
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Description
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Asset
Purchase Agreement dated May 10, 2008
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Real
Estate Purchase and Sale Agreement dated May 10, 2008
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Press
release dated May 13, 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:
May 14, 2008
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Eric
Langan
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President
and Chief Executive Officer
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