SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rick's Cabaret International, Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
765641-30 3
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(CUSIP Number)
Ron Levi, 5000 North Parkway Calabasas, Suite 205, Calabasas, California 91302
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tel.: (818) 591-4500
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 6, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
schedule because of ''240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See '240,13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 765641-30 3 Page 2 of 6
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(1) Name of Reporting Person and IRS Identification No. of Above Person:
Voice Media, Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) |_|
(b) |X|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
OO
(5) Check if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e). |_|
(6) Citizenship or Place of Organization
Voice Media, Inc, a Nevada corporation.
Number (7) Sole Voting Power
of 450,000
Shares
Bene-
ficially (8) Shared Voting Power
Owned -0-
by
Each
Report- (9) Sole Dispositive Power
ing 450,000
Person
With:
(10) Shared Dispositive Power
-0-
(11) Aggregate Amount Owned by Each Reporting Person
700,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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CUSIP No. 765641-30 3 Page 3 of 6
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(13) Percent of Class Represented by Amount in Row (11)
13.8%
(14) Type of Reporting Person
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Voice Media, Inc. CO
CUSIP No. 765641-30 3 Page 4 of 6
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ITEM 1 Security and Issuer
This statement is filed with respect to shares of common stock par value
$0.01 (the "Shares") of Rick's Cabaret International, Inc. (the "Company",
"Rick's" or the "Issuer"), whose address is 505 North Belt, Suite 630, Houston,
Texas 77060.
ITEM 2. Identity and Background
Voice Media, Inc.:
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Voice Media, Inc., a Nevada corporation, whose business is Internet
e-commerce entertainment products, including the development of
proprietary technologies, industry-defining systems and marketing
processes.
Business address: 2533 N. Carson Street, Suite 1091, Carson City,
Nevada 89706
(d) No.
(e) No.
Ron Levi:
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(a) Ron Levi
(b) Business address: 5000 North Parkway Calabasas Suite 205,
Calabasas, California 91302
(c) Director and President of Voice Media, Inc. whose address
is 2533 N. Carson Street, Suite 1091, Carson City, Nevada
89706. Mr. Levi owns 50% of Voice Media, Inc.
(d) No.
(e) No.
(f) U.S.A.
Paul Lesser:
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(a) Paul Lesser
(b) Business address: 5000 North Parkway Calabasas Suite 205,
Calabasas, California 91302
(c) Director and Vice-president of Voice Media, Inc. whose
address is 2533 N. Carson Street, Suite 1091, Carson City,
Nevada 89706. Mr. Lesser owns 50% of Voice Media, Inc.
(d) No.
(e) No.
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration
On July 6, 2000, Voice Media, Inc. sold the adult Internet web site
www.XXXPassword.com to Rick's Cabaret International, Inc. ("Rick's"), pursuant
to an Asset Purchase Agreement. Among the terms of the acquisition, Rick's
issued 700,000 restricted shares of its common stock to Voice Media, of which
250,000 shares will remain in escrow until certain earnings benchmarks are
achieved. As part of this transaction, the 250,000 escrow shares are subject
to a Voting Agreement, whereby the Chairman and President of Rick's, Mr. Eric
Langan, has sole voting power over the 250,000 shares as long as these 250,000
shares are in escrow.
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CUSIP No. 765641-30 3 Page 5 of 6
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ITEM 4. Purpose of Transaction
On July 6, 2000, Voice Media, Inc. sold the adult Internet web site
www.XXXPassword.com to Rick's Cabaret International, Inc. ("Rick's"), pursuant
to an Asset Purchase Agreement. Among the terms of the acquisition, Rick's
issued 700,000 restricted shares of its common stock to Voice Media, of which
250,000 shares will remain in escrow until certain earnings benchmarks are
achieved. As part of this transaction, the 250,000 escrow shares are subject
to a Voting Agreement, whereby the Chairman and President of Rick's, Mr. Eric
Langan, has sole voting power over the 250,000 shares as long as these 250,000
shares are in escrow.
Rick's and Voice Media, Inc. have entered into a Letter of Intent whereby
Rick's may acquire from Voice Media, Inc. a web site named www.Clubpix.com. If
this transaction is consummated on the conditions set forth in the Letter of
Intent, then Voice Media, Inc. could acquire up to an additional 2,000,000
shares of Rick's common stock (which includes 300,000 shares in connection with
an earn-out provision), of which 700,000 could also be subject to an Escrow
Agreement and a Voting Agreement. This Clubpix.com transaction is subject to
various conditions precedent, including the requirement for the execution of a
definitive agreement between Rick's and Voice Media, Inc., and approval of the
transaction by Rick's shareholders. If the Clubpix.com transaction is
consummated, then Rick's Board of Directors will be expanded by one Director and
Voice Media will have the right to designate that Director subject to such
person being approved by the existing Rick's Board of Directors.
(a) Voice Media, Inc. may, from time to time, acquire additional securities
of Rick's for investment purposes.
(b) Voice Media, Inc. has no present plans or proposals for an extraordinary
corporate transaction involving Rick's.
(c) Voice Media, Inc. has no present plans or proposals involving the sale
or transfer of a material amount of assets of Rick's or any of its subsidiaries.
(d) As a condition of the July 6, 2000 transaction with Rick's, Ron Levi and
Paul Lesser were appointed director's of Rick's. If the Clubpix.com transaction
is consummated, then Rick's Board of Directors will be expanded by one Director
and Voice Media will have the right to designate that Director subject to such
person being approved by the existing Rick's Board of Directors. Other than as
above, Voice Media, Inc. has no plans to add Board members, and no plans or
proposals to change the term of directors.
(e) Voice Media, Inc. has no present plans or proposals for material change
in the present capitalization or dividend policy of the Company.
(f) Voice Media, Inc. has no present plans or proposals for a material
change in the Company's business or corporate structure.
(g) Voice Media, Inc. has no present plans or proposals for changes in the
Company's charter or bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person.
(h) Voice Media, Inc. has no present plans or proposals for causing a class
of securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association.
(i) Voice Media, Inc. has no present plans or proposals for a class of
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act.
(j) Voice Media, Inc. has no present plans or proposals for any actions
similar to those enumerated above other than as set forth above.
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CUSIP No. 765641-30 3 Page 6 of 6
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ITEM 5. Interest in Securities of the Issuer
(a) Voice Media, Inc. is the beneficial owner directly or indirectly of
700,000 Shares of Rick's and which represents 13.7% of the class of
securities.
(b) Voice Media, Inc. has sole voting power for 450,000 shares, and sole
dispositive power for 450,000.
Pursuant to the sale of Voice Media, Inc.'s web site named
www.XXXPassword.com to Rick's, out of the aggregate 700,000 shares
of Rick's received as consideration by Voice Media, Inc., 250,000 shares
are subject to an escrow Agreement and a Voting Agreement.
(c) None.
(d) Pursuant to the Escrow Agreement, dividends, if any, on the 250,000
escrow shares will be escrowed as well and dividends are subject to
the same terms as the escrow shares. As part of this transaction, the
250,000 escrow shares are subject to a Voting Agreement, whereby the
Chairman and President of Rick's, Mr. Eric Langan, has sole voting
power over the 250,000 shares as long as these 250,000 shares are in
escrow.
(e) Not applicable.
ITEM 6. Contract, Agreements, Understandings or Relationships with Respect
to Securities of the Issuer
On July 6, 2000, Rick's acquired the adult Internet web site
www.XXXPassword.com from Voice Media, Inc. Among the terms of the acquisition,
Rick's issued 700,000 restricted shares of its common stock to Voice Media, of
which 250,000 shares will remain in escrow until certain earnings benchmarks are
achieved. As part of this transaction, the 250,000 escrow shares are subject
to a Voting Agreement, whereby Mr. Langan has sole voting power over the 250,000
shares as long as these 250,000 shares are in escrow.
Rick's and Voice Media, Inc. have entered into a Letter of Intent whereby
Rick's may acquire from Voice Media, Inc. a web site named www.Clubpix.com. If
this transaction is consummated on the conditions set forth in the letter of
Intent, then Voice Media, Inc. could acquire up to an additional 2,000,000
shares of Rick's common stock (which includes 300,000 shares in connection with
an earn-out provision), of which 700,000 could also be subject to an Escrow
Agreement and a Voting Agreement. This Clubpix.com transaction is subject to
various conditions precedent, including the requirement for approval of the
transaction by Rick's shareholders. If the Clubpix.com transaction is
consummated, then Rick's Board of Directors will be expanded by one Director and
Voice Media will have the right to designate that Director subject to such
person being approved by the existing Rick's Board of Directors.
ITEM 7. Material to be Filed as Exhibits
10.1 Asset Purchase Agreement
10.2 Escrow Agreement
10.3 Voting Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Voice Media, Inc.
By: , President
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July 12, 2000 /s/ Ron Levi
--------------- Ron Levi
Date
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