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: September 25, 2009
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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On
September 25, 2009, our subsidiary, RCI Entertainment (North FW), Inc. (the
“Purchaser”), entered into a Stock Purchase Agreement (the “Agreement”) with
Cabaret North, Inc., a Texas corporation (“CNI”), and its shareholders (the
“Sellers”), pursuant to which the Purchaser will acquire 100% of the outstanding
stock of CNI (the “Shares”). CNI owns and operates an adult
entertainment cabaret known as “Cabaret North” (the “Club”), located at 5316
Superior Parkway, Fort Worth, Texas 76106. The Agreement provides for
the transaction to close on or before September 30, 2009
(“Closing”). Pursuant to the terms of the Agreement, the Purchaser is
to pay to the Sellers total aggregate consideration of $2,300,000 (the “Purchase
Price”). The Purchase Price is to be payable at Closing by cashier’s
check, certified funds or wire transfer, as follows:
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(i)
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$140,000
directly to CNI to be used for the payment of outstanding
liabilities;
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(ii)
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$2,000,000
to the Sellers; and
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(iii)
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$160,000
to be held in an escrow account to pay any liabilities or obligations of
CNI which were incurred but unpaid as of Closing and to be held in
connection with the outcome of certain pending
litigation.
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Also
pursuant to the Agreement, at Closing, each of the Sellers is to enter into a
five (5) year Non-Competition Agreement, and CNI must have obtained a consent
from its landlord to the sale of the Shares of CNI by the Sellers to the
Purchaser and must have entered into an addendum to the Lease Agreement by and
between the CNI and the landlord of the premises where the Club is
located.
A copy of
the Agreement is attached hereto as Exhibit 10.1. A copy of the form
of Non-Competition Agreement is attached hereto as Exhibit 10.2. 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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(d)
Exhibits
Exhibit
Number
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Description
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Stock
Purchase Agreement dated September 25, 2009
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Form
of Non-Competition Agreement
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Press
release dated September 28, 2009
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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: September
28, 2009
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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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