form8k.htm
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: November 30, 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 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
(Registrant's Telephone Number, Including Area Code)
ITEM
2.01 COMPLETION
OF ACQUISITION OF ASSETS.
On
November 30, 2007, we entered into a Stock Purchase Agreement for the
acquisition of 100% of the issued and outstanding common stock of Stellar
Management Corporation, a Florida corporation (the “Stellar Stock”) and 100% of
the issued and outstanding common stock of Miami Square Garden One, Inc., a
Florida corporation (the “MGSO Stock”) which owns and operates an adult
entertainment cabaret known as “Tootsies Cabaret” (“Tootsies”) located at 150 NW
183rd Street,
Miami Gardens, Florida 33169 (the “Transaction”). Pursuant
to the Stock Purchase Agreement, we acquired the Stellar Stock and the MGSO
Stock from Norman Hickmore (“Hickmore”) and Richard Stanton (“Stanton”) for a
total purchase price of $25,000,000 payable $15,000,000 in cash and payable
$10,000,000 pursuant to two Secured Promissory Notes in the amount of $5,000,000
each to Stanton and Hickmore (the “Notes”). As part of the
Transaction, Hickmore and Stanton entered into five-year covenants not to
compete with us. Additionally, as part of the Transaction, we entered
into Assignment to Lease Agreements with the landlord for the property where
Tootsies is located. The underlying Lease Agreements for the property
provide for an original lease term through June 30, 2014, with two option
periods which give us the right to lease the property through June 30,
2034.
The
terms
and conditions of the transaction were the result of extensive arm’s length
negotiations between the parties. A copy of the press release related
to this transaction is attached hereto as Exhibit 99.1.
ITEM
2.03 CREATION
OF A DIRECT FINANCIAL OBLIGATION.
We
paid a
total purchase price of $25,000,000 for the Stellar Stock and MGSO Stock,
payable $15,000,000 in cash at closing and $10,000,000 payable in a series
of
three year Secured Promissory Notes, $5,000,000 each, to Stanton and
Hickmore. The Notes will bear interest at the rate of 14% per annum
with the principal payable in one lump sum payment on November 30,
2010. Interest on the Notes will be payable monthly, in arrears, with
the first payment being due thirty (30) days after the closing of the
Transaction. We cannot pre-pay the Notes during the first twelve (12)
months; thereafter, we may prepay the Notes, in whole or in part, provided
that
(i) any prepayment by us from December 1, 2008 through November 30, 2009, shall
be paid at a rate of 110% of the original principal amount and (ii) any
prepayment by us after November 30, 2009, may be prepaid without penalty at
a
rate of 100% of the original principal amount. The Notes are secured
by the Stellar Stock and MGSO Stock under a Pledge and Security
Agreement.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
The
financial statements and pro forma financial information required by Items
9.01(a) and 9.01(b) are not available. Such financial statements will
be filed no later than February 13, 2008.
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Stock
Purchase Agreement dated November 30,
2007
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Secured
Promissory Note (Form of) dated November 30,
2007
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Pledge
and Security Agreement dated November 30,
2007
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Non-Compete
Agreement (Form of) dated November 30,
2007
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Press
release dated December 3, 2007
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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: December
3, 2007 |
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/s/
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Eric
Langan
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By:
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Eric
Langan
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President/Chief
Executive Officer
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