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: June 12, 2003
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.)
Or Organization)
505 North Belt, Suite 630
Houston, Texas 77060
(Address Of Principal Executive Offices, Including Zip Code)
(281) 820-1181
(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
On June 12, 2003, Rick's Cabaret International, Inc. ("Rick's") entered
into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Taurus
Entertainment Companies, Inc. ("Taurus"), whereby Taurus agreed to sell to
Rick's the assets and liabilities of Taurus related to all of Taurus' adult
entertainment businesses, including all issued and outstanding shares of common
stock of Taurus's subsidiaries (other than Bluestar Physical Therapy, Inc., as
discussed below), which are: (i) Broadstreets Cabaret, Inc., a Texas
corporation; (ii) XTC Cabaret, Inc., a Texas Corporation; and (iii) Citation
Land, L.L.C, a Texas limited liability company in exchange for 3,752,008 shares
of common stock of Taurus owned by Rick's and $20,000 in cash. The 3,752,008
shares were cancelled by Taurus. The terms and conditions of the Asset Purchase
Agreement were the result of arm's length negotiations. However, no appraisal
was taken.
Prior to entering into the Asset Purchase Agreement, Taurus, of which
Rick's owned 93% of the then outstanding shares of common stock, entered into a
Stock Exchange Agreement with Mr. Alfred Oglesby pursuant to which Taurus
acquired all of the issued and outstanding shares of common stock of Bluestar
Physical Therapy, Inc., a Texas corporation ("Bluestar") in exchange for
9,650,000 shares of restricted common stock of Taurus. Bluestar's business
strategy is to acquire, develop and operate licensed outpatient physical therapy
clinics nationwide. The terms and
conditions of the Stock Exchange Agreement were the result of arm's length
negotiations. However, no appraisal was taken.
In addition to entering into the Asset Purchase Agreement, Rick's agreed to
indemnify Taurus for all of the liabilities of Taurus assumed by Rick's pursuant
to the Asset Purchase Agreement (the "Indemnified Liabilities"). The Indemnified
Liabilities are any liabilities related to the assets acquired by Rick's from
Taurus that existed or that may arise in the future under an Indemnification and
Transaction Fee Agreement ("Indemnification Agreement") that was executed on
June 12, 2003. Under the Indemnification Agreement, Taurus agreed to pay
$270,000 to Rick's, payable $140,000 at closing, with $60,000 due on July 15,
2003, and $70,000 due on August 15, 2003. Mr. Oglesby personally guaranteed the
payment of the remaining $130,000. The terms and conditions of the Asset
Purchase Agreement and the Indemnification Agreement were the result of arm's
length negotiations. However, no appraisal was taken.
Prior to these transactions, we owned 93% of the outstanding shares of
common stock of Taurus. After these transactions, we own approximately 2% of
Taurus' common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
10.1 Asset Purchase Agreement
10.2 Indemnification and Transaction Fee Agreement
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: June 13, 2003 Eric Langan
President and Chief Accounting Officer