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 31, 2005 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) 505 North Belt, Suite 630 Houston, Texas 77060 (281) 820-1181 (Registrant's previous office/phone) ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On March 31, 2005, we entered an Stock Purchase Agreement (the "Agreement") with MBG Acquisition, LLC, a Delaware limited liability company ("MBG") to sell all of the issued and outstanding shares of RCI Entertainment (Houston), Inc., our wholly owned subsidiary, which owned and operated an adult entertainment cabaret known as Rick's Cabaret - South located at 15301 Gulf Freeway, Houston, Texas (the "Club"). The Agreement provided for a sales price of $550,000 which was paid in cash upon closing. 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 Stock Purchase Agreement 99.1 Press release dated April 6, 2005 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 ------------------- Date: April 6, 2005 Eric Langan Chief Executive Officer, Chairman and Chief Financial Officer