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
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Date of Report (Date of Earliest Event Reported):
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July 16, 2010
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VCG HOLDING CORP.
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(Exact name of registrant as specified in its charter)
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Colorado
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001-32208
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841157022
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_____________________
(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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390 UNION BLVD, SUITE 540, LAKEWOOD, Colorado
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80228
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(Address of principal executive offices)
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___________
(Zip Code)
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Registrants telephone number, including area code:
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303-934-2424
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On July 16, 2010, VCG Holding Corp., a Colorado corporation (the Company) and its wholly-owned
subsidiary, Golden Productions JGC Fort Worth, LLC, a Texas limited liability company (the
Subsidiary), entered into an Asset Purchase Agreement (the Purchase Agreement) with RCI
Entertainment (Fort Worth), Inc., a Texas corporation (the Purchaser). Pursuant to the Purchase
Agreement, (a) the Company sold to the Purchaser, the building, which houses the adult
entertainment cabaret known as Jaguars Gold Club Fort Worth located in Fort Worth, Texas (the
Club), and (b) the Subsidiary sold to the Purchaser all assets associated with the Club,
excluding cash. The purchase price paid at closing consisted of $1,000,000 in cash and the
transfer from the Purchaser to the Company of 467,497 shares of the Companys common stock, par
value $0.0001 (Common Stock). The Purchase Agreement contained ordinary and customary provisions
for agreements of this nature, such as representations, warranties, covenants, and indemnification
obligations. In accordance with the Purchase Agreement, all applicable licenses and permits
required to operate the Club were transferred to the Purchaser at closing.
The sale of the Club to the Purchaser did not include the real property upon which the Club is
located. In connection with the sale of the Club, and as a condition to closing, the Company
entered into a Lease Termination Agreement with its landlord, Brian S. Foster (Foster), an
individual and owner of the real property. In addition and in connection with the Purchase
Agreement, Foster and the Purchaser executed a new ground lease agreement. Therefore, as a result
of this transaction, neither the Company nor the Subsidiary will operate an adult entertainment
club in Fort Worth, Texas.
The Company has attached hereto as Exhibit 10.1 a copy of the Purchase Agreement. The foregoing
summary of the Purchase Agreement is qualified in its entirety by the contents of the Purchase
Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated by reference
herein.
Item 8.01. Other Events.
On July 19, 2010, the Company issued a press release announcing the Purchase Agreement. A copy of
this press release is attached as Exhibit 99.1 hereto.
As previously announced, the Board of Directors of the Company adopted a stock repurchase program
on July 26, 2007 pursuant to which the Company may repurchase up to the lesser of (a) 1,600,000
shares of its Common Stock, or (b) an aggregate of $10,000,000 of Common Stock (the Repurchase
Program). On September 29, 2008, the Companys Board of Directors authorized the Companys
Executive Committee to repurchase, in its discretion, up to an aggregate of $1,000,000 of Common
Stock pursuant to the Repurchase Program. Then, on January 9, 2009, the Companys Board of
Directors authorized the Companys Executive Committee to repurchase, in its discretion, up to an
additional aggregate of $1,000,000 of Common Stock pursuant to the Repurchase Program. Further, on
April 30, 2010 the Companys Board of Directors authorized the Companys Executive Committee to
repurchase, in its discretion, up to an additional aggregate of $1,000,000 of Common Stock pursuant
to the Repurchase Program (for a total amount of $3,000,000 of authorized purchases under the
Repurchase Program).
During the second quarter ended June 30, 2010, the Company repurchased 505,519 shares of Common
Stock for an aggregate purchase price of $858,877. Since the inception of the Repurchase Program
and as of June 30, 2010, the Company has repurchased an aggregate of 1,313,925 shares of Common
Stock for an aggregate purchase price of $2,805,869. As a result, as of July 1, 2010, up to
286,075 shares of Common Stock or shares of Common Stock with an aggregate purchase price of
approximately $7,194,131 (whichever is less) remain available for repurchase under the Repurchase
Program. Further, the Companys Executive Committee has the authority to purchase shares of Common
Stock with an aggregate purchase price of up to approximately $194,131 pursuant to the Board of
Directors September 2008, January 2009 and April 2010 authorizations under the Repurchase Program.
The following table provides additional information about the Companys purchases under the
Repurchase Program for the second quarter ended June 30, 2010.
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Period
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Total Number of Shares
Purchased
(1)
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Average Price Paid
per Share
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Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or
Programs
(1)
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Maximum Number (or
Approximate Dollar
Value) of Shares
that May Yet Be
Purchased under the
Plans or Programs
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April 1 to June 30,
2010
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505,519
(2)
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$
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1.699
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505,519
(2)
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286,075 shares or
$7,194,131
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Total
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505,519
(2)
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$
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1.699
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505,519
(2)
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286,075 shares or
$7,194,131
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(1)
Unless noted, the Company made all repurchases in the open market.
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(2)
Of these repurchases, the Company purchased 35,799 shares of Common Stock in the open market, 225,120
shares of Common Stock in a private transaction, and 244,600 shares of Common Stock in a block transaction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Identification of Exhibits
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10.1
99.1
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Asset Purchase Agreement
Press Release dated July 19, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VCG HOLDING CORP.
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July 19, 2010
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By:
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Troy Lowrie
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Name: Troy Lowrie
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Title: CEO
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Exhibit Index
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Exhibit No.
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Description
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10.1
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Asset Purchase Agreement
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99.1
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Press Release dated July 19, 2010
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