Current Report Filing (8-k)
August 09 2019 - 5:06PM
Edgar (US Regulatory)
United
States
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 (Date of earliest event reported): August 8, 2019
RCI
HOSPITALITY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Texas
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001-13992
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76-0458229
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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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10737
Cutten Road
Houston,
Texas 77066
(Address
of Principal Executive Offices, Including Zip Code)
(281)
397-6730
(Issuer’s
Telephone Number, Including Area Code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
stock, $0.01 par value
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RICK
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The
Nasdaq Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM 2.02
Results of Operations and Financial Condition.
On
August 9, 2019, we issued a press release announcing preliminary unaudited financial results for the third fiscal quarter ended
June 30, 2019. The preliminary financial information presented in the press release was not reviewed by an independent registered
public accounting firm. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
.
On
August 8, 2019, Steven Jenkins provided notice to the Board of Directors of his resignation, effective immediately. He
has confirmed that his decision was not due to a disagreement with us on any matter relating to our operations, policies or practices.
Also
on August 8, 2019, the Board of Directors expanded the size of the Board by one seat, upon which there were two open seats on
the Board. The Board concurrently appointed Elaine J. Martin and Arthur Allan Priaulx to fill those vacancies on the Board. The
Board also appointed both Ms. Martin and Mr. Priaulx to the Audit Committee, Nominating Committee and Compensation Committee of
the Board. It is anticipated that Ms. Martin and Mr. Priaulx will each receive the standard compensation we pay our independent
directors, $20,000 in cash for the fiscal year (prorated in fiscal 2019), unless the Board resolves to change the amount
of such compensation at the upcoming annual board meeting that is held immediately subsequent to the annual meeting of stockholders
scheduled for September 30, 2019.
A
copy of the press release announcing the appointment of the new directors is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The
information in Exhibit 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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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RCI
Hospitality Holdings, INC
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Date:
August 9, 2019
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By:
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/s/
Eric Langan
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Eric
Langan
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President
and Chief Executive Officer
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