Axelrod, Smith & Kirshbaum
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
| Telephone (713) 861-1996 | |
| Robert D. Axelrod, P.C. | Facsimile (713) 552-0202 |
April 2, 2014
Justin Dobbie
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street NE
Washington, D.C. 20549
| Re: | Rick’s Cabaret International, Inc. |
Registration Statement on Form S-3
Filed March 6, 2014
File No. 333-194343
Response to Comment Letter
Dear Mr. Dobbie,
On behalf of Rick’s Cabaret International, Inc. (the “Company,” “we” and “us”), set forth below are the Company’s responses to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) to the Company’s Registration Statement on Form S-3, filed March 6, 2014. The Staff’s comments were contained in the letter to the Company dated March 26, 2014.
Selling Security Holders, page 12
| 1. | In response to the Staff’s Comment 1, we confirm that none of the selling security holders who are not natural persons are broker-dealers or affiliates of broker-dealers. We have made corresponding revisions to our disclosure in this section on page 12. |
Exhibit 5.1
| 2. | In response to the Staff’s Comment 2, the final paragraph of the opinion is revised to have counsel consent to being named in the registration statement. |
If you should need clarification or any additional information in connection with your inquiries, please contact me. Thank you for your help in this matter.
Very truly yours,
/s/ Robert D.Axelrod
Robert D. Axelrod |
| cc: | Ada D. Sarmento (via e-mail: sarmentoa@sec.gov) |
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
