Ricks Cabaret POS AM 02-20-2007
As filed with the Securities and Exchange Commission February 20, 2007

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM SB-2

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Commission File Number 333-127799

RICK’S CABARET INTERNATIONAL, INC.
(Exact name of small Business Issuer as specified in its charter)

TEXAS
  
76-0458229
(State or other jurisdiction of incorporation or organization)
  
(IRS Employer Identification No.)
     
   
5810
   
(Primary Standard Industrial Classification Code)
10959 Cutten Road
    
Houston, Texas
  
77066
(Address of principal executive offices)
  
(Zip Code)

(281) 397-6730
Issuer’s telephone number, including area code

ERIC LANGAN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
RICK’S CABARET INTERNATIONAL, INC.
10959 CUTTEN ROAD
HOUSTON, TEXAS 77066

Copies to:

ROBERT D. AXELROD, ESQ.
AXELROD, SMITH & KIRSHBAUM, P.C.
5300 MEMORIAL DRIVE, SUITE 700
HOUSTON, TEXAS 77007
(713) 861-1996

Approximate date of proposed sale to the public: from time to time after the effective date of this registration statement, as shall be determined by the selling shareholders identified herein.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for such offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
 

Explanatory Notes
 
Introduction

On August 24, 2005, Rick’s Cabaret International, Inc. (the “Registrant”) filed a registration statement on Form SB-2 (File Number 333-127799) to register an aggregate of 1,160,000 shares of the Registrant’s common stock for resale by certain selling stockholders (the “Registration Statement”).

De-registration

The purpose of this post-effective amendment is to de-register any of the remaining shares of common stock that have been registered but remain unsold under the Registration Statement, as amended. The Registrant’s obligations to maintain the Registration Statement have terminated.
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of February, 2007.

RICK’S CABARET INTERNATIONAL, INC.

By /s/ Eric Langan
Eric Langan
President and Chief Executive Officer

POWER OF ATTORNEY
 
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

Signature
 
Title
 
Date
         
By /s/ Eric Langan
  
Chairman of the Board, Director, President, Chief Executive Officer,
  
February 20, 2007
Eric Langan
  
Chief Financial Officer, and Principal Accounting Officer
    
         
By /s/ Travis Reese *
  
Vice President and Director
  
February 20, 2007
Travis Reese
        
 
        
By /s/ Steven L. Jenkins *
  
Director
  
February 20, 2007
Steven L. Jenkins
        
         
By /s/ Alan Bergstrom *
  
Director
  
February 20, 2007
Alan Bergstrom
        
         
By /s/ Robert Watters *
  
Director
  
February 20, 2007
Robert Watters
        

* By Eric Langan, Attorney-in-fact