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RICK > SEC Filings for RICK > Form 8-K on 3-Jun-2013All Recent SEC Filings

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Form 8-K for RICKS CABARET INTERNATIONAL INC


3-Jun-2013

Unregistered Sale of Equity Securities


ITEM 3.02 Unregistered Sale of Equity Securities.

On May 29, 2013, our wholly owned subsidiary, RCI Entertainment (Delamo), Inc., completed the acquisition of 1957 Delamo, LLC, which owns a new adult cabaret in Los Angeles County, California that is scheduled to open this summer. We issued 100,000 restricted shares of our common stock to an individual in consideration for outstanding membership interests of 1957 Delamo, LLC. The stock was issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder. This issuance of securities did not involve a "public offering" based upon the following factors: (i) the issuance of the securities was an isolated private transaction;
(ii) a limited number of securities were issued to a single offeree; (iii) there was no public solicitation; (iv) the offeree represented he was an "accredited investor"; (v) the investment intent of the offeree; and (vi) the restriction on transferability of the securities issued.

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