As
filed with the Securities and Exchange Commission February 20,
2007
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Commission
File Number 333-127799
RICK’S
CABARET INTERNATIONAL, INC.
(Exact
name of small Business Issuer as specified in its charter)
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TEXAS
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76-0458229
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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5810
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(Primary
Standard Industrial
Classification
Code)
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10959
Cutten Road
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Houston,
Texas
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77066
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(Address
of principal executive offices)
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(Zip
Code)
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(281)
397-6730
Issuer’s
telephone number, including area code
ERIC
LANGAN
CHIEF
EXECUTIVE OFFICER AND PRESIDENT
RICK’S
CABARET INTERNATIONAL, INC.
10959
CUTTEN ROAD
HOUSTON,
TEXAS 77066
Copies
to:
ROBERT
D.
AXELROD, ESQ.
AXELROD,
SMITH & KIRSHBAUM, P.C.
5300
MEMORIAL DRIVE, SUITE 700
HOUSTON,
TEXAS 77007
(713)
861-1996
Approximate
date of proposed sale to the public: from time to time after the effective
date
of this registration statement, as shall be determined by the selling
shareholders identified herein.
If
this
form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for such offering.
o
If
this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
this
form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
o
Explanatory
Notes
Introduction
On
August
24, 2005, Rick’s Cabaret International, Inc. (the “Registrant”) filed a
registration statement on Form SB-2 (File Number 333-127799) to register an
aggregate of 1,160,000 shares of the Registrant’s common stock for resale by
certain selling stockholders (the “Registration Statement”).
De-registration
The
purpose of this post-effective amendment is to de-register any of the remaining
shares of common stock that have been registered but remain unsold under the
Registration Statement, as amended. The Registrant’s obligations to
maintain the Registration Statement have terminated.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 20th day of February, 2007.
RICK’S
CABARET INTERNATIONAL, INC.
By
/s/
Eric Langan
Eric
Langan
President
and Chief Executive Officer
POWER
OF ATTORNEY
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
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Signature
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Title
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Date
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By
/s/
Eric Langan
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Chairman
of the Board, Director, President, Chief Executive
Officer,
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February
20, 2007
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Eric
Langan
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Chief
Financial Officer, and Principal Accounting Officer
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By
/s/
Travis Reese *
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Vice
President and Director
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February
20, 2007
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Travis
Reese
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By
/s/
Steven L. Jenkins *
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Director
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February
20, 2007
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Steven
L. Jenkins
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By
/s/
Alan Bergstrom
*
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Director
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February
20, 2007
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Alan
Bergstrom
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By
/s/
Robert Watters *
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Director
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February
20, 2007
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Robert
Watters
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*
By Eric
Langan, Attorney-in-fact