-----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, WgwCzU9/lG/fuVcAjHKS+FZvBBqZ4KUJge0SZ7BrlmG2FPQxjSjsw+Q2R+QxHPj7 uGQBcl5V0aknNKeAzMWzPw== 0001144204-04-005225.txt : 20040421 0001144204-04-005225.hdr.sgml : 20040421 20040421153628 ACCESSION NUMBER: 0001144204-04-005225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040420 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040421 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: 04745460 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 v02787_8k.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 20, 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 5. Other Events and Regulation FD Disclosure. 99.1 Press Release dated April 20, 2004. RCG Companies Incorporated announced the appointment of K. Wesley M. Jones to its Board of Directors. The appointment will bring the number of Board members to six. 99.2 Press Release dated April 21, 2004. RCG Companies Incorporated announced the appointment of Robert H. Brooks to its Board of Directors. The appointment will bring the number of Board members to seven. In addition, RCG announced it has received a $1 million strategic investment led by Hooters of America, Inc., an entity in which Mr. Brooks has a substantial ownership interest. A prominent operator of golf course and resort properties in the Myrtle Beach, SC area also participated in the investment through Creel Land Co. LLC. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release dated April 20, 2004. 99.2 Press Release dated April 21, 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 21, 2004 By: /s/ William W. Hodge -------------------------------- Name: William W. Hodge Its: Chief Financial Officer EX-99.1 3 v02787_ex99-1.txt EXHIBIT 99.1 RCG Appoints K. Wesley M. Jones to Board of Directors CHARLOTTE, NC - APRIL 20, 2004 - RCG Companies Incorporated (AMEX: RCG), announced today the addition of K. Wesley M. Jones to its Board of Directors. The appointment brings the number of Board members to six. Mr. Jones, 46, is currently the managing partner of Charlotte-based Five Oaks Capital Partners, LLC, which he founded in 2001. Prior to founding Five Oaks Capital Partners, LLC, Mr. Jones was employed by Charlotte-based First Union Corp. (now Wachovia Corp.) for approximately ten years, eventually becoming managing director of the fixed income trading department and First Union's Conduit Programs. Prior to working at First Union, Mr. Jones served as Senior Vice President with Interstate Securities. Mr. Jones began his investment career in the investment banking group of Union Planters Corp. in 1982. Mr. Jones is a Board member and investor in Newgame Communications, Inc. and Ocean Broadcasting Inc., as well as the managing member of Shetland Investment Group, LLC. Mr. Jones attended the University of Tennessee and the College of Engineering at the University of Memphis. Commenting on the appointment, Michael D. Pruitt, CEO of RCG stated, "We continue to build and strengthen the RCG Board of Directors. Wes brings expertise and wherewithal to the Board in the area of finance. Wes is a valued shareholder and acted as a facilitator and participant in the recently announced $2 million credit facility. We look forward to his active involvement on our Board as RCG continues to position itself for future growth and profitability." 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 SunTrips(TM) and Vacation Express(TM) 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. 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 v02787_ex99-2.txt EXHIBIT 99.2 HOOTERS CHAIRMAN, ROBERT H. BROOKS, TO JOIN RCG'S BOARD OF DIRECTORS RCG RECEIVES $1 MILLION STRATEGIC INVESTMENT LED BY ROBERT H. BROOKS CHARLOTTE, NC - April 21, 2004 - RCG COMPANIES INCORPORATED (AMEX: RCG), announced today that Robert H. Brooks, Chairman of Hooters of America, Inc., Hooters Air and Pace Airlines, has accepted an appointment to RCG's Board of Directors. The appointment will bring the number of Board members to seven. In addition, RCG announced it has received a $1 million strategic investment led by Hooters of America, Inc., an entity in which Mr. Brooks has a substantial ownership interest. A prominent operator of golf course and resort properties in the Myrtle Beach, SC area also participated in the investment through Creel Land Co., LLC. Considered by many to be an icon in the food-service business, Mr. Brooks, 66, is the Chairman and majority shareholder of privately held Hooters of America, Inc., which has locations throughout the United States and the world, and revenues approaching $1 billion annually. Mr. Brooks is also Chairman and owns a majority ownership interest in both Hooters Air, a group tour operator, and Pace Airlines, Inc., a charter airline. He has also gotten involved in a variety of other ventures with the Hooters name, including the NGA Hooters Tour, a professional golf tour, and the USAR Hooters Pro Cup Stock Car Racing Series. Mr. Brooks is also the founder of Naturally Fresh, Inc., which distributes food products in all 50 states. Under the terms of the investment, RCG issued 1,250,000 restricted shares of Common Stock and a warrant to purchase 1,250,000 restricted shares of Common Stock at an exercise price of $2.44 per share in exchange for $1,000,000 in cash and a waiver of the requirement of delivery of a letter of credit in the amount of $1,000,000 to Pace Airlines. RCG's wholly owned travel services subsidiary, Vacation Express(TM), currently charters six aircraft from Pace Airlines. Commenting on the appointment, Mr. Brooks stated, "It is with great enthusiasm that I take on both the role of Director of RCG and as well as that of a strategic investor in the Company. RCG appears to be uniquely positioned within the leisure travel and tour industry. I look forward to assisting Mike Pruitt and working with the entire RCG management team and its Board." Michael D. Pruitt, CEO of RCG Companies, commented, "I welcome Mr. Brooks to the RCG Board with an enormous amount of pride and anticipation. He is recognized as one of the great entrepreneurs and business executives in the United States. He brings to RCG a wealth of leadership experience and an extensive network of business relationships and contacts. He has demonstrated the ability to successfully operate significant travel and service companies. I expect that his insight, experience and business prowess will be invaluable to RCG as we execute our business plans and strategies." 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 and that the Company may not realize anticipated cost savings or revenue growth opportunities associated with restructuring certain operational and financial policies, procedures, and contracts of Vacation Express(TM) and SunTrips(TM). Additionally, Forward looking statements concerning the performance of the travel and leisure industry are based on current market conditions and risks, which may change as the result of certain regulatory, political, or economic events, a shift in consumer travel preferences, 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. . ABOUT RCG COMPANIES INCORPORATED RCG Companies Incorporated (http://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. COMPANY CONTACT: INVESTOR CONTACT: Andrew Lauman Robert B. Prag, President RCG Companies Incorporated The Del Mar Consulting Group, Inc. (704) 366-5054 (858) 794-9500 adl@rcgcompanies.com bprag@delmarconsulting.com -----END PRIVACY-ENHANCED MESSAGE-----