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: October 17, 2007
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
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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As
previously disclosed in our Form 8-K’s filed on October 18, 2007 and January 29,
2008, on October 17, 2007, we entered into a Purchase Agreement (the “Purchase
Agreement”) pursuant to the terms of which our wholly owned subsidiary, RCI
Entertainment (Philadelphia), Inc. (the “Purchaser”), would acquire from Vincent
Piazza (“Seller”) 51% of the issued and outstanding shares of common stock of
The End Zone, Inc., a Pennsylvania corporation (the “Company”) which owns and
operates “Crazy Horse Too Cabaret” (the “Club“) located at 2908 South Columbus
Blvd., Philadelphia, Pennsylvania 19148 (the “Real
Property”). As part of the transaction, our wholly owned subsidiary,
RCI Holdings, Inc. (“RCI Holdings”) would acquire from Seller or the Piazza
Family Limited Partnership (the “Partnership Seller”) 51% of the issued and
outstanding partnership interest (the “Partnership Interests”) in TEZ Real
Estate, LP, a Pennsylvania limited partnership (the “Partnership”) and 51% of
the issued and outstanding membership interest (the “Membership Interests”) in
TEZ Management, LLC, a Pennsylvania limited liability company, which is the
general partner of the Partnership (the “General Partner”). The
Partnership owns the Real Property where the Club is located. We
subsequently executed an Agreement to Amend the Purchase Agreement for the sole
purpose of extending the closing date.
On
January 29, 2008, we entered into a Second Amendment to Purchase Agreement (the
“Amended and Restated Purchase Agreement”) pursuant to which we will acquire
100% (rather than 51%) of the issued and outstanding shares of the Company (the
“TEZ Shares”). As previously disclosed, RCI Holdings will acquire 51%
of the Partnership Interests and 51% of the Membership Interests of the entities
that own the Real Property where the Club is located.
On March
17, 2008, we received notice that the Pennsylvania Liquor Control Board approved
the transfer of the liquor license on March 14, 2008. We entered into
a Third Amendment to Purchase Agreement solely for the purpose of extending the
Closing Date until March 28, 2008. A copy of the Third Amendment to
Purchase Agreement is attached hereto as Exhibit 10.1.
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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 Number
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Description
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Third
Amendment to Purchase Agreement
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Press
release dated March 18, 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/A 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:
March 18, 2008
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Eric
Langan
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President
and Chief Executive Officer
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