form8ka.htm
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
AMENDMENT
NO. 2
Current
Report
Pursuant
To Section 13 or 15(d) Of
The
Securities Exchange Act of 1934
Date of
Report: April 18, 2008
RICK'S
CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
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
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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As
previously reported in our Form 8-K filed on April 23, 2008, on April 18, 2008,
we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)
pursuant to the terms of which our subsidiary, RCI Entertainment (Las Vegas),
Inc. (the “Purchaser”), will acquire 100% of the assets (the “Purchased Assets”)
of DI Food and Beverage of Las Vegas, LLC, a Nevada limited liability company
(“DI Food” or the “Seller”). The Seller owns and operates an adult
entertainment cabaret known as “SCORES” (the “Club”), located at 3355 Procyon
Street, Las Vegas, Nevada 89102 (the “Real Property”). As
part of the transaction, the Purchaser and DI also entered into an Option
Agreement pursuant to which either party may exercise the option to purchase the
Real Property. The Agreement provided for the transaction to close on
or before June 10, 2008. We entered into an Amendment to Asset
Purchase Agreement for the sole purpose of extending the closing date of the
acquisition to occur on or before July 2, 2008.
On June
30, 2008, we entered into a Second Amendment to Asset Purchase Agreement (the
“Second Amendment”) to change the structure of the Purchase Price, to change the
closing date and to change the termination date. Pursuant to the
terms of the Second Amendment, the Purchase Price shall be paid as
follows:
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(i)
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$12,000,000
payable by cashier’s check, certified funds or wire
transfer;
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(ii)
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$4,000,000
pursuant to a promissory note (the “Rick’s Promissory Note”), executed by
and obligating Rick’s, bearing interest at eight percent (8%) per annum
with a five (5) year amortization, with monthly payments of principal and
interest to commence upon the first of the month following the Closing,
with a balloon payment of all then outstanding principal and interest due
upon the expiration of two (2) years from the execution of the Rick’s
Promissory Note.
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(iii)
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$5,000,000
as evidenced by a Convertible Debenture of Rick’s bearing simple interest
of four percent (4%) per annum (the “Convertible
Debenture”). The Convertible Debenture shall be payable
commencing seven (7) months after the Closing Date (as defined herein) as
follows: Twenty-five (25) equal monthly principal payments of
$200,000 in cash or by the conversion of 10,000 shares of common stock of
Rick’s, par value $0.01, at the option of the holder of the Convertible
Debenture, plus interest payable in
cash.
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The (i)
$12,000,000 cash payment, (ii) the Rick’s Promissory Note, and (iii) the
Convertible Debenture are collectively referred to as the “Purchase
Price.”
Further,
pursuant to the terms of the Second Amendment, the Closing shall take place the
later of (i) July 25, 2008 or (ii) five (5) days following (x) the approval and
issuance to Purchaser of the licenses and authorizations and (y) receipt of the
assignment of the Lease (the “Closing Date”).
Finally,
pursuant the terms of the Second Amendment, the Second Amendment will terminate
and shall be of no force and effect if: (i) the transactions contemplated by the
Second Amendment including the sale of the Purchased Assets are not consummated
on or before the later of (x) July 25, 2008 or (y) five (5) days following (A)
the approval and issuance to Purchaser of the licenses and authorizations and
(B) receipt of the assignment of the Lease; or (ii) all of the parties agree in
writing to terminate the Second Amendment sooner.
A copy of
the Second Amendment is attached hereto as Exhibit 10.1. A copy of
the press release related to this transaction is attached hereto as Exhibit
99.1.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(c)
Exhibits
Exhibit
Number
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Description
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Second
Amendment to Asset Purchase Agreement dated June 30,
2008
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Press
release dated July 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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Date: July
1, 2008
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By:
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/s/ Eric
Langan |
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Eric
Langan |
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President
and Chief Executive Officer |
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