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 Earliest Report Event:  April 1, 2010

RICK'S CABARET INTERNATIONAL, INC.
(Exact Name of Registrant As Specified in Its Charter)

Texas
001-13992
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
(Registrant'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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

ITEM 8.01    OTHER EVENTS
 
As previously reported on February 17, 2010 with the Securities and Exchange Commission (the “Commission”) on Form 8-K, Rick’s Cabaret International, Inc. (the “Company”), VCG Holding Corp. (“VCG"), Troy Lowrie, VCG's Chairman and Chief Executive Officer, and Lowrie Management, LLLP entered into a non-binding (except as to certain provisions, including exclusivity and confidentiality) letter of intent (the "Letter of Intent"), providing for the Company or a wholly-owned subsidiary of the Company to acquire all of the outstanding stock of VCG.  As reported on March 11, 2010 with the Commission on Form 8-K, the Company entered into an Amendment to Letter of Intent, extending certain provisions, including the exclusive negotiation period and the termination date, to March 31, 2010.  The Company was not able to enter into a definitive merger agreement in accordance with the Letter of Intent, and on March 31, 2010, the Letter of Intent expired by its terms.

On April 1, 2010, the Company issued a press release announcing the expiration of the Letter of Intent.  A copy of the press release is attached hereto as Exhibit 99.1.

 
ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits:

Press Release dated April 1, 2010

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.
   
 
/s/ Eric Langan
 
By:  Eric Langan
Date:  April 1, 2010
Chairman, President, Chief Executive Officer
 
 
2
Exhibit 99.1
 
FOR IMMEDIATE RELEASE
 
RICK’S CABARET INTERNATIONAL, INC. ANNOUNCES EXPIRATION OF LETTER OF INTENT WITH VCG HOLDING CORP.
 
HOUSTON, TEXAS - (April 1, 2010) – Rick’s Cabaret International, Inc . (NASDAQ: RICK) announced that it was not able to enter into a definitive merger agreement to acquire all of the outstanding stock of VCG Holding Corp . (“VCG”) in accordance with its letter of intent with VCG. As previously announced, on February 16, 2010, Rick’s, VCG, Troy Lowrie , VCG's Chairman and Chief Executive Officer, and Lowrie Management, LLLP , entered into a non-binding (except as to certain provisions, including exclusivity and confidentiality) letter of intent, which letter of intent expired on March 31, 2010.
 
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. 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.ricks.com http://www.ricks.com/ .
 
About Rick’s Cabaret : Rick’s Cabaret International, Inc. (NASDAQ: RICK) is home to upscale adult nightclubs serving primarily businessmen and professionals that offer live entertainment, dining and bar operations. Nightclubs in New York City, Miami, Philadelphia, New Orleans, 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] . 

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