-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PH2+RRG10sBtyr71cQ4ngxVJfH0hGaCITSb76BQqQkPxcfmVezY1d9UT07b3srRz Vitzz2tQtfQeY93xPj4uPA== 0001144204-04-004260.txt : 20040402 0001144204-04-004260.hdr.sgml : 20040402 20040402142524 ACCESSION NUMBER: 0001144204-04-004260 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RCG COMPANIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08662 FILM NUMBER: 04713126 BUSINESS ADDRESS: STREET 1: 6836 MORRISON BOULEVARD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043665054 MAIL ADDRESS: STREET 1: 2930 WELLINGTON CIRCLE SUITE 101 CITY: TALLAHASSEE STATE: FL ZIP: 32308 FORMER COMPANY: FORMER CONFORMED NAME: ERESOURCE CAPITAL GROUP INC DATE OF NAME CHANGE: 20001113 FORMER COMPANY: FORMER CONFORMED NAME: FLIGHTSERV COM DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: PROACTIVE TECHNOLOGIES INC DATE OF NAME CHANGE: 19950921 8-K 1 form8k.txt 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 (Date of earliest event reported) April 2, 2004 RCG COMPANIES INCORPORATED (Exact name of registrant as specified in its charter) Delaware 1-8662 23-2265039 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer or incorporation) Number) Identification No.) 6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code (704) 366-5054 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 4. Changes In Registrant's Certifying Accountant On April 1, 2004, the Audit Committee engaged BDO Seidman, LLP ("BDO") as the Company's independent accountant and auditor for the fiscal year ending June 30, 2004. During the two most recent fiscal years and subsequent interim period through April 1, 2004, the Company did not consult with BDO regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, (2) the type of audit opinion that might be rendered on the Company's financial statements, or (3) any other matter that was the subject of a disagreement (as set forth in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as set forth in Item 304(a)(1)(v) of Regulation S-K). Item 5. Other Events and Regulation FD Disclosure. 99.1 Press Release dated April 2, 2004. 99.2 Press Release dated April 2, 2004. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated April 2, 2004. 99.2 Press Release dated April 2, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RCG COMPANIES INCORPORATED Date: April 2, 2004 By: /s/ William W. Hodge ---------------------------------- Name: William W. Hodge Its: Chief Financial Officer EX-99.1 3 ex99_1.txt EXHIBIT 99.1 RCG APPOINTS NEW INDEPENDENT ACCOUNTANTS Charlotte, NC-- April 2, 2004--RCG Companies Incorporated ("RCG", AMEX: RCG) today announced that it has named BDO Seidman, LLP ("BDO") as its independent accountants. The Audit Committee of RCG's Board of Directors made the appointment following a comprehensive evaluation of requested proposals from auditors with proven abilities to serve public companies in the growth stage. BDO is one of the top accounting firms in the U.S. with more than 90 years of expertise providing services to growing companies. "RCG demands an assurance team with an in-depth understanding of complex SEC reporting requirements, and BDO clearly meets that demand," stated Bill Hodge, RCG's Chief Financial Officer. "We look forward to working with BDO as our new independent accountants." BDO will replace Dixon Hughes PLLC (formerly Crisp Hughes Evans LLP). The decision to change auditors was not caused by any disagreement between RCG and Dixon Hughes on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. About RCG Companies Incorporated RCG Companies Incorporated (www.rcgcompanies.com) is focused on delivering to its shareholders rapidly growing, relatively low-risk revenues, along with increasing earnings per share. The majority of RCG's revenues are currently derived from its wholly owned travel service organization, Flightserv, Inc. which delivers leisure and vacation travel packages under the SunTripsTM and Vacation ExpressTM brands, together making Flightserv one of the largest leisure travel tour operators in the United States. RCG is also involved in the technology services sector through its wholly owned software and information technology services segment, Logisoft Corp. Statements in this news release about anticipated or expected future revenue or growth or expressions of future goals or objectives, including statements regarding whether current plans to grow and strengthen the company's existing network will be implemented or accomplished, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, including the risk that the Company will be unable to grow or strengthen its network due to a lack of capital or an inability to identify acquisition candidates, as well as those risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. Company Contact: Investor Contact: Andrew Lauman Robert B. Prag, President RCG Companies Incorporated The Del Mar Consulting Group, Inc. (704) 366-5054 x 27 (858) 794-9500 adl@rcgcompanies.com bprag@delmarconsulting.com EX-99.2 4 ex99_2.txt EXHIBIT 99.2 RCG Announces Corporate Conference Call Presentation Charlotte, NC-- April 2, 2004--RCG Companies Incorporated ("RCG", AMEX: RCG) announced today it will host a conference call presentation on Wednesday, April 7, 2004 at 4:20 pm EST. During the call, RCG management will provide a strategic overview of the Company as well as discuss recent developments at the Company. Conference call particulars are as follows: o Date - Wednesday, April 7, 2004 o Time - 4:20 p.m. eastern daylight time/1:20 p.m. pacific daylight time o Dial in number - (888) 809-3629 o During the Question and Answer section of the conference call, all questions will be limited to investment professionals o A live Internet broadcast can be accessed at www.rcgcompanies.com Those choosing to listen via telephone are encouraged to call in at least ten minutes prior to the start of the call to allow time to register with the operator. Investors will be able to access a replay of the conference call starting Friday, April 9, 2004 through May 24, 2004 by calling 800-756-3819 and referencing the conference ID number of 160891. The replay will also be archived on the RCG's corporate website at www.rcgcompanies.com. About RCG Companies Incorporated RCG Companies Incorporated www.rcgcompanies.com is focused on delivering to its shareholders rapidly growing, relatively low risk revenues, along with increasing earnings per share. The majority of RCG's revenues are currently derived from its wholly owned travel service organization, Flightserv, which delivers leisure and vacation travel packages under the SunTripsTM and Vacation ExpressTM brands, together making Flightserv one of the largest leisure travel tour operators in the United States. RCG is also involved in the technology services sector, through its wholly owned software and information technology services segment, Logisoft Corp. RCG recently announced a letter of intent to acquire Response Personnel, Inc. ("RPI") and its related companies, a leading provider of professional staffing services in the greater New York tri-state area, primarily serving Fortune 1000 companies. RPI's annual revenues have averaged more than $42 million over the past three years and it has been consistently profitable. The transaction is expected to be immediately accretive to RCG's earnings and cash flow. Statements in this news release about anticipated or expected future revenue or growth or expressions of future goals or objectives, including statements regarding whether current plans to grow and strengthen the company's existing network will be implemented or accomplished, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, including the risk that the Company will be unable to grow or strengthen its network due to a lack of capital or an inability to identify acquisition candidates, as well as those risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. Company Contact: Investor Contact: Andrew Lauman Robert B. Prag, President RCG Companies Incorporated The Del Mar Consulting Group, Inc. (704) 366-5054 x 27 (858) 794-9500 adl@rcgcompanies.com bprag@delmarconsulting.com -----END PRIVACY-ENHANCED MESSAGE-----