________________________________________________________________________________
______
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: August 11, 1998
RICK'S CABARET INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Texas 0-26958 76-0037324
(State or other jurisdiction (IRS Employer (Commission File Number)
of incorporation or organization) Identification No.)
3113 Bering Drive
Houston, Texas 77057
(Address of principal executive offices, including zip code)
(713) 785-0444
(Registrant's telephone number, including area code)
_________________
________________________________________________________________________________
_________________________________
Item 2. Acquisition or Disposition of Assets.
On August 11, 1998, Rick's Cabaret International, Inc. (the "Company")
acquired approximately 93% of the outstanding common stock (the "Shares") of
Taurus Entertainment Companies, Inc. ("Taurus") in a private stock exchange
transaction (the "Exchange") with the certain principal stockholders of Taurus.
The Stock Exchange Agreement provided that the Company exchange one share of its
common stock for each three and one-half shares of Taurus common stock owned by
certain principal shareholders of Taurus. As a result of the Exchange, the
Company exchanged a total of 1,152,587 shares of its common stock for 4,034,071
shares of common stock of Taurus, giving the Company control of Taurus. The
terms and conditions of the Exchange were determined by the parties through arms
length negotiations. The financial results of Taurus will be consolidated into
the Company's financial statements.
Taurus is a publicly owned company in the adult entertainment business
trading on the OTCBB under the symbol TAUR. Taurus presently operates four
adult entertainment nightclubs in Austin and Houston, Texas, and in New Orleans,
Louisiana. Taurus owns the real estate upon which its adult nightclubs in
Houston are located. Taurus will continue to operate its nightclubs as adult
entertainment businesses.
Item 5. Other Events.
In connection with the Exchange, Eric Langan was appointed as a director
and as vice-president-operations of the Company, and the Company entered into a
three year employment agreement with Mr. Langan.
Mr. Langan, age 30, has been involved in the adult entertainment business
since 1989. He has served as the President and Director of Taurus since
November, 1997. From January 1997 through the present, he has held the position
of President with XTC Cabaret, Inc., which was subsequently acquired by Taurus.
From November 1992 until January 1997, Mr. Langan was the President of Bathing
Beauties, Inc. Since 1989, Mr Langan has exercised managerial control over the
grand openings and operations of more than twelve adult entertainment
businesses. Through these activities, Mr. Langan has acquired the knowledge and
skills necessary to successfully operate adult entertainment businesses. Mr.
Langan has also been an officer of Citation Land Company which owned commercial
income real estate in Houston, Texas, which also was subsequently acquired by
Taurus.
Simultaneously with the consummation of the Exchange, the Company acquired
certain real estate in San Antonio, Texas from one of the principal stockholders
of Taurus. The Company intends to construct an adult cabaret on this property.
The Company acquired the property from the principal stockholder of Taurus for
the same price that the principal stockholder paid for the property. The
Company financed the purchase of the property by the issuance of a six year
$366,000.00 Convertible Debenture, secured by the real estate acquired.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Financial Statements and Information
As of the date of the filing of this Current Report on Form 8-K, the financial
statements and proforma financial information required by Items 7(a) and 7(b)
are not available. Such financial reports will be filed no later than October
26, 1998.
(c) Exhibits
4.1 Convertible Debenture
10.1 Stock Exchange Agreement effective August 11, 1998
between Rick's Cabaret International, Inc. and Certain
Stockholders of Taurus Entertainment Companies, Inc.
10.2 Employment Agreement with Eric Langan
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.
Date: August 11, 1998 By: /s/ Robert L. Watters
----------------------------
Robert L. Watters, President