Ricks Cabaret International Inc - Current report filing (8-K)
November 20 2007 - 6:03AM
Edgar (US Regulatory)
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 19, 2007
RICK'S
CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
Texas
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000-26958
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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
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
November 19, 2007, we completed a private placement of equity securities
solely
to accredited investors. Pursuant to the private placement, we issued
1,165,000 shares of our restricted common stock at a price of $14.00 per
share
for a total gross offering price of $16,310,000 with net proceeds of
approximately $15,000,000 to the Company after expenses. Pursuant to
the terms of the transaction, we are obligated to file a registration statement
no later than February 15, 2008. The offer and sale of the common
stock was made pursuant to exemptions from the registration requirements
of the
Act pursuant to Section 4(2) and Rule 506 of Regulation D promulgated
thereunder. All of the offers and sales of the common stock were made
exclusively to “accredited investors” (as such term is defined in Rule 501(a) of
Regulation D) in offers and sales not involving a public
offering. The purchasers purchased the securities for their own
account and not with a view towards or for resale. The private placement
was
conducted without general solicitation or advertising. Merriman,
Curhan, Ford & Co. acted as the placement agent for the
transaction. A copy of the press release for the transaction is
provided as Exhibit 99.1
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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Stock
Purchase Agreement (Form of)
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Amendment
to Stock Purchase Agreement (Form
of)
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Registration
Rights Agreement (Form of)
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Press
release dated November 19, 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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By: /s/
Eric Langan
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Date:
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November
19, 2007
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Eric
Langan
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Chairman,
President/Chief
Executive
Officer
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