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: July 6, 2000
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 or organization) Identification No.)
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)
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Item 2. Acquisition or Disposition of Assets
On July 6, 2000, we acquired the adult Internet web site
www.XXXPassword.com from Voice Media, Inc. This web site had gross revenues in
excess of $3,000,000 for the 11 months ended May 31, 2000. Under the terms of
the acquisition, we issued 700,000 restricted shares of our common stock to
Voice Media, of which 250,000 shares will remain in escrow until certain
earnings benchmarks are achieved. Voice Media will also be entitled to receive
a cash earn-out amount from us of $380,000 during the next six years. In
addition, Voice Media could receive up to an additional cash earn out amount of
$925,000 if certain earnings benchmarks are achieved. Voice Media would receive
the entire amount if the EBIDTA (earnings before interest, depreciation, taxes
and amortization) of XXXPassword during the next 12 months exceeds $1,200,000.
The cash earn-out portion of the purchase price is payable only from up to 50%
of the free cash flow from the web site, payable over six years. As part of the
acquisition, Voice Media will continue to manage and market XXXPassword for us
at a flat monthly fee. This transaction was the result of arm length
negotiations between the parties. However, no appraisal was done.
Item 5. Other Events
In connection with our acquisition of XXXPassword, we increased the size of
our Board of Directors to seven Directors and we appointed Ron Levi and Paul
Lessor as Board members.
Ron Levi, age 49, has been a director and officer of National Telemedia
Corporation since 1991. Since 1992, Mr. Levi has been a director and officer of
Voice Media, Inc. Mr. Levi was appointed to our board in connection with our
acquisition of certain assets of Voice Media, Inc. Voice Media, Inc. and the
National Telemedia Corporation are global Internet media companies, focusing on
Internet development and Electronic commerce applications for Web based
entertainment products, including the development of proprietary technologies,
industry-defining systems and marketing processes.
Paul Lesser, age 40, has been a director and officer of National Telemedia
Corporation since 1991. Since 1992, Mr. Lesser has been a director and officer
of Voice Media, Inc. Mr. Levi was appointed to our board in connection with our
acquisition of certain assets of Voice Media, Inc. Voice Media, Inc. and the
National Telemedia Corporation are global Internet media companies, focusing on
Internet development and Electronic commerce applications for Web based
entertainment products, including the development of proprietary technologies,
industry-defining systems and marketing processes.
Item 7. Financial Statements and Exhibits
(a) The financial statements of the business acquired and the
pro forma financial information that are required by this item
will be filed by amendment no later than September 19, 2000.
(b) Exhibits
10.1 Asset Purchase Agreement with Voice Media
10.2 Escrow Agreement with Voice Media
10.3 Voting Agreement between Voice Media and Eric Langan
10.4 Management Agreement with Voice Media
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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: July 10, 2000 By: /s/ Eric Langan
Eric Langan
President and Chief Accounting Officer
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