-----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, P9AG0EuR/dqQkSMH8nizU+gJ2ZBUacP+r5r2cLE5lf7/SB5xIFQh6GHFj3utSrtI anIrm6hh5wqAgG6dcy0DIg== 0001144204-05-006024.txt : 20050225 0001144204-05-006024.hdr.sgml : 20050225 20050225114932 ACCESSION NUMBER: 0001144204-05-006024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050225 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050225 DATE AS OF CHANGE: 20050225 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: 05639656 BUSINESS ADDRESS: STREET 1: 6836 MORRISON BOULEVARD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043665054 MAIL ADDRESS: STREET 1: 6836 MORRISON BLVD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 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 UNITED STATES 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) FEBRUARY 25, 2005 -------------- RCG COMPANIES INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) -------------- DELAWARE 1-8662 23-2265039 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 6836 MORRISON BLVD., STE. 200, CHARLOTTE, NORTH CAROLINA 28211 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (704) 366-5054 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - ---------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01 REGULATION FD DISCLOSURE ITEM 8.01 OTHER EVENTS On February 25, 2005, the Company issued a press release regarding the filing of the Company's periodic report on Form 10-Q with the U.S. Securities and Exchange Commission on February 22, 2005, and the scheduling of a conference call to take place on February 28, 2005. A copy of the press release is attached as an Exhibit hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibits Exhibit Description - ------- ----------- 99.1 Press Release dated February 25, 2005. 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. Dated: February 25, 2005 RCG COMPANIES INCORPORATED By: /s/ Michael Pruitt ---------------------------------------- Michael Pruitt President EX-99 2 ex99.txt Exhibit 99.1 RCG COMMENTS ON SECOND QUARTER RESULTS CHARLOTTE, NC--February 25, 2005--RCG Companies Incorporated (AMEX: RCG), a diversified travel and leisure company, announced today that it has filed its Form 10-Q with the Securities and Exchange Commission. The Form 10-Q reflects the Company's operating results for the second quarter ended December 31, 2004. Commenting on the filing, newly named RCG Chairman William Goldstein said, "Although we are not at all satisfied with the operating results, it is important to realize that these results are a function of the old RCG operating format as a predominantly offline tour operator that is primarily dependent on travel agents for distribution. Since the merger with 1-800-CHEAPSEATS, we are transforming RCG into a more efficient model of online/offline distribution with cross-selling opportunities that we expect will provide benefits to both the SunTrips(R) tour business and 1800cheapseats.com. The details of this transformation will be fully discussed during our conference call on Monday." As the Company stated in a press release on February 18, 2005, a conference call is scheduled for February 28, 2005. A question and answer session will follow the call. The conference call time is 4.30 p.m. Eastern Standard Time. The call-in number is (888) 099-3629. A live Internet broadcast may be accessed at www.rcgcompanies.com. A copy of the currently filed Form 10-Q is available at the Securities and Exchange Commission's Web site at www.sec.gov. COMPANY CONTACT: Bryan Crutchfield RCG Companies Incorporated (917) 443-9336 crutch@1800cheapseats.com Statements in this news release about anticipated or expected future revenue, growth or expressions of future goals or objectives, including statements regarding whether current plans to grow and strengthen the Company's business 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 as of 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 business due to a lack of capital, to fully or effectively integrate all business units or an inability to identify acquisition candidates, and that the Company may not realize anticipated cost savings or revenue growth opportunities associated with the recent acquisition of 1-800-CHEAPSEATS or the pending acquisition of One Travel, if it closes the OneTravel transaction. RCG must raise additional capital to close the acquisition of OneTravel. If RCG is unable to close the OneTravel acquisition, the Company may forfeit its deposit. The Company is also subject to those risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, including the Company's historical losses and negative cash flow, its need for additional capital, and that future financing, if available, will dilute the Company's current common stockholders. Additionally, forward-looking statements concerning the performance of the travel and leisure industry are based on current market conditions and risks that 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 Securities and Exchange Commission filings, which 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. -----END PRIVACY-ENHANCED MESSAGE-----