form8ka.htm
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
Amendment
No. 1
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)
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 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
As
previously disclosed in our Form 8-K filed on October 18, 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.
The
Purchase Agreement originally provided for the issuance of 225,000 shares of
our
restricted common stock and the payment of $3,500,000 for the Partnership
Interests and Membership Interests. Pursuant to the terms of the
Amended and Restated Purchase Agreement, at closing we will now issue
195,000 shares of our restricted common stock (the “Rick’s Shares”) in exchange
for the TEZ Shares. RCI Holdings will pay the previously announced
price of $3,500,00 for the Partnership Interests and Membership
Interests.
In
addition, the Amended and Restated Purchase Agreement changed the terms of
the
“put” provision to provide that, on or after one year after the closing date,
the Seller shall have the right, but not the obligation to have Rick’s purchase
from Seller 5,000 Rick’s Shares per month (the “Monthly Shares”), calculated at
a price per share equal to $23.00 per share (previously valued at $10.00 in
the
Purchase Agreement) (“Value of the Rick’s Shares”) until the Seller has received
a total of $4,485,000 from the sale of the Rick’s Shares. At our
election during any given month, we may either buy the Monthly Shares or, if
we
elect not to buy the Monthly Shares from the Seller, then the Seller shall
sell
the Monthly Shares in the open market. Any deficiency between the
amount which the Seller receives from the sale of the Monthly Shares and the
Value of the Rick’s Shares shall be paid by us within three (3) business days of
the date of sale of the Monthly Shares during that particular
month. In the event the Seller elects not to “put” the Rick’s Shares
to us, the Seller shall not sell more than 25,000 Rick’s Shares per 30-day
period and shall not sell more than 75,000 Rick’s Shares per 90-day period
regardless of whether the Seller “puts” the Rick’s Shares to us, sells them in
the open market, sells them in a private transaction, or
otherwise. Our obligation to purchase the Monthly Shares from the
Seller shall terminate and cease at such time as the Seller has received a
total
of $4,485,000 from the sale of the Rick’s Shares and any
deficiency.
Upon
closing of the transaction, the Seller and the Partnership Seller will enter
a
five-year agreement not to compete with us within a twenty (20) mile radius
of
the Club. Further, at closing RCI Holdings and the Partnership Seller shall
enter into a First Amendment to Limited Partnership Agreement relating to the
ownership of their partnership interests and a First Amendment to Operating
Agreement relating to the ownership of their membership
interests. Additionally, at closing the Company will enter into a new
lease agreement with the Partnership giving it the right to lease the Real
Property for twenty (20) years with an option to extend the lease for an
additional nine years and eleven months at $50,000 per month subject to
adjustment for increases in the Consumer Price Index (CPI) every five years
during the original term and the option term, or 8% of gross sales, whichever
is
higher. Finally, as part of the transaction, we will enter into a
Lock-up/Leak-out Agreement with the Seller regarding the sale of the Rick’s
Shares.
The
Agreement provides for the transaction to close on or before seven (7) days
after the approval of the transfer of the TEZ Shares to Purchaser by the
Pennsylvania Liquor Control Board, but in no event later than March 15, 2008,
contingent upon the transfer of all necessary licenses and permits, and other
conditions to closing typical for transactions of this nature.
A
copy of
the Second Amendment to Purchase Agreement is attached hereto as Exhibit
10.1. 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
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Description
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Second
Amendment to Purchase Agreement dated January 29, 2008
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Press
release dated January 29, 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:
January 29, 2008
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Eric
Langan
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President
and Chief Executive Officer
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