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<SEC-DOCUMENT>0001140361-06-016277.txt : 20061114
<SEC-HEADER>0001140361-06-016277.hdr.sgml : 20061114
<ACCEPTANCE-DATETIME>20061114135415
ACCESSION NUMBER:		0001140361-06-016277
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20061110
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061114
DATE AS OF CHANGE:		20061114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RICKS CABARET INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000935419
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING & DRINKING PLACES [5810]
		IRS NUMBER:				760037324
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13992
		FILM NUMBER:		061213531

	BUSINESS ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
		BUSINESS PHONE:		2813976730

	MAIL ADDRESS:	
		STREET 1:		10959 CUTTEN ROAD
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77066
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k.txt
<DESCRIPTION>RICKS CABARET 8-K 11-10-2006
<TEXT>
                       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:  November 10, 2006

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

          Texas                         0-26958                 76-0037324
(State Or Other Jurisdiction    (Commission File Number)       (IRS Employer
    of Incorporation)                                       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)


<PAGE>
ITEM 8.01 OTHER EVENTS.

On  November 10, 2006, our subsidiary, RCI Entertainment (Austin), Inc. ("RCI"),
completed  the  acquisition  of  51%  of  the  membership  interest of Playmates
Gentlemen's  Club,  LLC ("Playmates") from Behzad Bahrami ("Seller").  Playmates
owns an adult entertainment cabaret known as "Playmates" (the "Club") located at
8110  Springdale Road, Austin, Texas 78724 (the "Premises").  Under the terms of
the  previously announced Purchase Agreement, RCI paid a total purchase price of
$1,500,000  which  was  paid  $500,000  in  cash  at the time of closing and the
issuance  of  125,000  shares of our restricted common stock valued at $8.00 per
share  (the  "Shares").

Pursuant  to the terms of the Purchase Agreement, on or after one year after the
closing date, the Seller shall have the right, but not the obligation to have us
purchase  from  Seller 5,000 Shares per month (the "Monthly Shares"), calculated
at a price per share equal to $8.00 ("Value of the Shares") until the Seller has
received a total of $1,000,000 from the sale of the Shares.  Seller shall notify
us  during  any  given  month  of its election to "Put" the Monthly Shares to us
during  that  particular  month.  At our election during any given month, we may
either buy the Monthly Shares or, if we elect not to buy the Monthly Shares from
the  Seller,  then  the Seller shall sell the Monthly Shares in the open market.
Any deficiency between the amount which the Seller receives from the sale of the
Monthly  Shares and the Value of the Shares shall be paid by us within three (3)
business  days  of the date of sale of the Monthly Shares during that particular
month.  Our  obligation  to  purchase  the  Monthly Shares from the Seller shall
terminate  and  cease  at  such  time  as  the  Seller  has  received a total of
$1,000,000  from  the  sale  of  the  Shares.

In  the  event the Seller elects not to "Put" the Shares to us, the Seller shall
not  sell  more  than  10,000  Shares per week in the open market, provided that
Seller  complies  with  Rule  144  of the Securities Act of 1933, as amended, in
connection  with  his  sale  of  the  Shares.

As  part  of the transaction, under the terms of Playmates' Amended and Restated
Regulations,  RCI  will  be  the  Manager  of  Playmates  and  will  operate the
day-to-day  business  of  Playmates,  including the operations of the Club.  RCI
will  provide, if necessary, an initial $200,000 line of credit for operation of
the  Club.  The Seller and Playmates entered a five-year covenant not to compete
with  the  Club.  Further,  Playmates  executed  a  new lease agreement with the
landlord giving it the right to lease the Premises for ten (10) years at $29,000
per  month,  with  the  right  to  an option for an additional ten (10) years at
$37,000 per month, with RCI agreeing to guarantee the first two (2) years of the
lease.  RCI  and  the  Seller also entered into a Members' Agreement relating to
the  ownership  of  their  membership  interest.  Finally,  as  part  of  the
transaction,  the  Seller entered a Lock-up/Leak-out Agreement with us regarding
the  Shares.

The  transaction  was  funded  by our issuance of three (3) separate Convertible
Debentures  (collectively,  the  "Debentures") to Wade McElroy, Ryan McElroy and
Doris  King, the sons and sister, respectively, of Ralph McElroy, a greater than
10%  shareholder  (the "Holders").  Each of the Debentures bears interest at the
rate  of  12%  per annum and has a maturity date of November 9, 2008.  Under the
terms  of  the  Debentures,  we  are  required to make monthly interest payments
beginning December 9, 2006.  We have the right to redeem the Debentures in whole
or  in part at any time during the term of the Debentures.  The Holders have the
option  to  convert  all  or  any


<PAGE>
portion  of  the  principal  amount  of the Debentures into shares of our common
stock  at  a  rate  of  $7.50  per  share  (the "Conversion Shares"), subject to
adjustment under certain conditions.  The Debentures provide, absent shareholder
approval, that the number of shares of our common stock that may be issued by us
or  acquired  by  a Holder and any affiliates of a Holder upon conversion of the
Debentures shall not exceed 19.99% of the total number of issued and outstanding
shares  of  our common stock.  The Conversion Shares have piggyback registration
rights.

The  terms  and  conditions  of  the  transaction were the result of arms-length
negotiation  between  the parties.   A copy of the press release related to this
transaction  is  attached  hereto  as  Exhibit  99.1.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits

Exhibit  Number          Description

99.1               Press release dated November 10, 2006


                                   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.


                                   By:  /s/  Eric Langan
                                        ----------------
Date: November 14, 2006                 Eric Langan
                                        Chairman, President,
                                        Chief Executive Officer and
                                        Principal Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
EXHIBIT 99.1

PRESS RELEASE                         Source: Rick's Cabaret International, Inc.

RICK'S CABARET COMPLETES ACQUISITION OF CONTROL OF NEW GENTLEMEN'S CLUB IN
AUSTIN, TEXAS
Friday November 10, 12:38 pm ET

HOUSTON--(BUSINESS WIRE)--Rick's  Cabaret  International, Inc. (NASDAQ: RICK -
                                                                        ----
News), the national chain of adult entertainment nightclubs, has completed the
- ----
acquisition  of  a  51  percent interest in a new 22,000-square-foot gentlemen's
club in the fast-growing Highway 290 section of Austin, Texas. The newest Rick's
Cabaret at 8110 Springdale Road will have its grand opening on November 16th.

"This  will  be  one of the most exciting new gentlemen's clubs in the country,"
said  Eric Langan, CEO of Rick's Cabaret. "There has been a lot of interest from
first  class  entertainers  who  want  to  perform  in this great new club, from
prospective  employees,  and  from customers who want to enjoy the famous Rick's
Cabaret  experience  --  beautiful  women,  unequaled  customer  service  and
friendliness,  plus  a  great  steakhouse  in  a  luxurious  setting."

Upon  the  closing today the company's wholly owned subsidiary RCI Entertainment
(Austin),  Inc.  paid  $500,000 in cash for controlling interest in the club and
the  company  issued  125,000  shares  of  the company's restricted common stock
valued  at  $8  per  share  to  the current owner of Playmates Gentleman's Club.

The acquisition is the fourth transaction this year for Rick's Cabaret, bringing
the  total  number  of  clubs  owned  or  operated  by  the  company  to  13.

Austin,  with a current population of 1.4 million, is one of the fastest growing
cities  in  the  United States increasing its population by nearly 50 percent in
the  past  decade,  according  to  the  Texas Office of Economic Development and
Tourism.

About Rick's Cabaret

Rick's  Cabaret International, Inc. (NASDAQ: RICK - News) operates upscale adult
                                             ----   ----
nightclubs serving primarily businessmen and professionals that offer live adult
entertainment,  restaurant  and bar operations. The company owns and operates or
licenses  adult  nightclubs  in  New York City, New Orleans, Charlotte, Houston,
Minneapolis  and  other cities under the names "Rick's Cabaret," "XTC" and "Club
Onyx."  No sexual contact is permitted at any of these locations. Rick's Cabaret
also  owns  the  adult  Internet  membership  Web  site, couplestouch.com, and 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  ir@ricks.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 New York City and elsewhere, the success or lack thereof in
launching  and building the company's businesses in New York City and elsewhere,
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  go  to  ricks.com.


Contact:
Rick's Cabaret International, Inc.
Allan Priaulx, 212-338-0050
ir@ricks.com
- ------------
Source: Rick's Cabaret International, Inc.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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