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: March 23, 2006
RICK'S CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
Texas 0-26958 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 8.01 OTHER EVENTS
On March 23, 2006, our wholly owned subsidiary, RCI Holdings, Inc. ("RCI")
entered an Improved Property Commercial Contract (the "Agreement") with McNeil
Interests, Inc., a Texas corporation ("McNeil") to purchase the real property
located at 9009 Airport Blvd., Houston, Texas where we currently operate our
Hummers Sports Bar and XTC South clubs. The Agreement provided for a total sales
price to be paid upon closing of $1,300,000 which will consist of $500,000 in
cash and 160,000 shares of our restricted common stock (the "Shares"). At the
time of execution of the Agreement, RCI paid earnest money of $5,000. Closing
will occur on or before April 23, 2006, upon the completion of the survey which
normally occurs in transactions of this nature.
As part of the transaction, we have agreed to file a registration statement
for the resale of the Shares (the "Registration Statement") within 45 days after
the Closing. Additionally, nine months after the filing of the Registration
Statement, McNeil shall have the right, but not the obligation, to have RCI buy
the Shares at a price of $5.00 per share at a rate of no more than 10,000 Shares
per month (the "Put Option") until such time as McNeil receives a total of
$800,000 from the sale of the Shares. Alternatively, McNeil shall have the
option to sell the Shares in the open market upon the effectiveness of the
Registration Statement. The transaction was the 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
Exhibit Number Description
10.1 Improved Property Commercial Contract
99.1 Press release dated March 27, 2006.
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
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Date: March 27, 2006 Eric Langan
Chief Executive Officer, Chairman and
Acting Chief Financial Officer