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:  April 22, 2011

RICK'S CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)
 
Texas
0-26958
76-0037324
(State Or Other Jurisdiction of
Incorporation)
(Commission File Number)
 (IRS Employer Identification No.)

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 8.01 
 OTHER EVENTS.

As previously reported in our Form 8-K filed on February 4, 2011, on January 31, 2011, our wholly owned subsidiaries, RCI Dining Services (Indiana), Inc. (“RCI Indiana”) and RCI Holdings, Inc. (“RCI Holdings”), entered into a Third Amendment to Purchase Agreement (the “Amended Purchase Agreement”) with the Gold Club of Indy, LLC (“GCI”), The Estate of Albert Pfeiffer, deceased, and Lori Pfeiffer, personal representative of The Estate of Albert Pfeiffer, deceased, and sole member of GCI.  GCI owned and operated an adult entertainment cabaret known as “The Gold Club,” located at 3551 Lafayette Road, Indianapolis, Indiana 46222.  GCI also owned the real property where The Gold Club is located.  The Amended Purchase Agreement transactions closed on April 22, 2011, whereby (i) RCI Indiana acquired from Pfeiffer all assets which are used for the business of The Gold Club for $825,000 and (ii) RCI Holdings acquired from GCI the real property where The Gold Club is located, including the improvements thereon, for $850,000, for total aggregate consideration of $1,675,000.

Also at closing of the Amended Purchase Agreement, Lori Pfeiffer entered into a Non-Competition Agreement with RCI Indiana, pursuant to which she agreed not to compete with The Gold Club within Indianapolis, Indiana or any of the adjacent counties for a period of five years.

A copy of the press release relating to the closing of the Amended Purchase Agreement transactions is attached hereto as Exhibit 99.1.

ITEM 9.01    
FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits

Exhibit Number
 
Description
     
99.1
 
Press Release dated April 25, 2011
 
 
 
 

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.
     
Date:  April 26, 2011
By:
/s/  Eric Langan
   
Eric Langan
   
President and Chief Executive Officer
 
 
 
 

FOR IMMEDIATE RELEASE

RICK’S CABARET INTERNATIONAL, INC. COMPLETES PURCHASE OF GENTLEMEN’S CLUB IN INDIANAPOLIS

HOUSTON – (April 25, 2011) – Rick’s Cabaret International, Inc . (NASDAQ:RICK), the leading group of upscale gentlemen’s clubs, has purchased through a subsidiary all assets of The Gold Club, an adult nightclub in the Indiana capital. Total cost of the acquisition, including the real estate, was $1,675,000. 

““We are eager to bring the famous Rick’s Cabaret style of hospitality and entertainment excellence to Indianapolis, where next year’s Super Bowl will be held,” said Eric Langan , president of the group.  “We plan to add other clubs in the Midwest that will give us clustering efficiencies in marketing, purchasing power and use of management.”

The newly acquired club is located about three miles from the world famous Indianapolis Speedway at 3551 Lafayette Road near Lafayette Square, just off Interstate Highway I-65.  The club has a VIP Champagne Room and has been a popular venue for bachelor and group parties.

About Rick’s Cabaret: Rick’s Cabaret International, Inc. (NASDAQ: RICK) is home to 23 upscale adult nightclubs serving primarily businessmen and professionals that offer live entertainment, dining and bar operations. Nightclubs in New York City, Miami, Philadelphia, Charlotte, Dallas, Houston, Minneapolis and other cities operate under the names "Rick's Cabaret," "XTC," “Club Onyx” and “Tootsie’s Cabaret”. Sexual contact is not permitted at these locations. Rick’s Cabaret also operates a media division, ED Publications, and owns the adult Internet membership Website couplestouch.com as well as a network of online adult auction sites under the flagship URL naughtybids.com . Rick’s Cabaret common stock is traded on NASDAQ under the symbol RICK. For further information contact [email protected] or visit www.ricksinvestor.com .

Forward-looking Statements : This document contains forward-looking statements that involve a number of risks and uncertainties that could cause the company’s actual results to differ materially from those indicated in this document, including the risks and uncertainties associated with operating and managing an adult business, the business climates in cities where it operates, the success or lack thereof in launching and building the company’s businesses, risks and uncertainties related to the operational and financial results of our Web sites, conditions relevant to real estate transactions, and numerous other factors such as laws governing the operation of adult entertainment businesses, competition and dependence on key personnel. Additional factors that could cause the Company’s results to differ materially from those described in the forward-looking statements are described in forms filed with the SEC from time to time and available at www.ricksinvestor.com or on the SEC's internet website at www.sec.gov .   Rick's has no obligation to update or revise the forward-looking statements to reflect the occurrence of future events or circumstances. For further information visit www.ricksinvestor.com .

Contact:  Allan Priaulx, 212-338-0050, [email protected]