Defendant Name: RCI Hospitality Holdings, Inc.

Defendant Type: Public Company
SIC Code: 5810
CUSIP: 74934Q10

Initial Case Details

Legal Case Name In the Matter of RCI Hospitality Holdings, Inc., Eric S. Langan, and Phillip K. Marshall, CPA
First Document Date 21-Sep-2020
Initial Filing Format Administrative Action
File Number 3-20035
Allegation Type Issuer Reporting and Disclosure

Violations Alleged

Exchange Act
• Rule 12b-20
• Sec 13(a)
• Rule 13a-1
• Rule 13a-15
• Sec 13(b)(2)(A)
• Sec 13(b)(2)(B)
• Sec 14(a)
• Rule 14a-3
• Rule 14a-9
Additionally, Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 12b-20 of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 12b-20 of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(a) of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(a) of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 13a-1 of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 13a-1 of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 13a-15 of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 13a-15 of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(b)(2)(A) of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(b)(2)(A) of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(b)(2)(B) of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 13(b)(2)(B) of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 14(a) of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Sec 14(a) of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 14a-3 of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 14a-3 of the Exchange Act.
Eric S. Langan is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 14a-9 of the Exchange Act.
Phillip K. Marshall, CPA is alleged to have caused RCI Hospitality Holdings, Inc.'s violation of Rule 14a-9 of the Exchange Act.

Resolutions

First Resolution Date 21-Sep-2020
Headline Total Penalty and Disgorgement $400,000

Related Documents:

34-89935 21-Sep-2020 Administrative Proceeding
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order
On September 21, 2020, the SEC instituted settled cease-and-desist proceedings against RCI Hospitality Holdings, Inc. The Commission stated: "These proceedings arise from RCI's disclosure and controls failures concerning executive compensation and related party transactions. From fiscal year ("FY") 2014 through FY 2019, RCI failed to disclose a total of $615,000 in executive compensation in the form of perquisites. These undisclosed perquisites included the cost of the personal use of the company's aircraft and company provided vehicles, reimbursement for personal commercial airline flights, the company's charitable contributions to the school two of Langan's children attended, and the cost of providing housing and a meals allowance to Marshall. In addition, RCI failed to disclose related party transactions involving Langan's father and brother and a director's brother. RCI also failed to keep accurate books and records, and lacked sufficient internal accounting controls concerning, these executive perquisites and related party transactions. Chief Executive Officer ("CEO") Langan committed and he and Chief Financial Officer ("CFO") Marshall caused these violations."
34-89935-s 21-Sep-2020 Administrative Summary
SEC Charges Texas Company, Executives, and Former Board Member with Disclosure Failure
On September 21, 2020, the SEC announced "settled charges against a Texas-based company, RCI Hospitality Holdings, Inc., its CEO, Eric S. Langan, and CFO, Phillip K. Marshall, for RCI's disclosure and controls failures concerning executive compensation and related party transactions. Former independent board member Steven L. Jenkins, a Texas-licensed accountant, has also agreed to settle charges concerning his failure to disclose his personal bankruptcy history."

Other Defendants in Action:

Eric S. Langan
Phillip K. Marshall, CPA

Related Actions:

In the Matter of Steven L. Jenkins, CPA
Steven L. Jenkins, CPA