-----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, OcO0dHjCvuHITF5E7klqsekbt8ICg2OzvqQZS9Ybv7A2RG0MfznkoS+Wqf+206Qs nKWkwFrpfXKM2pNikZAfyA== 0001144204-05-006397.txt : 20050301 0001144204-05-006397.hdr.sgml : 20050301 20050301172315 ACCESSION NUMBER: 0001144204-05-006397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050228 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 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: 05651486 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 v13765_8k.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 28, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On February 28, 2005, the registrant announced that its Chief Financial Officer, William W. Hodge, has expressed his intention to leave the company to pursue other business opportunities. Also announced on February 28, 2005 by the registrant, Marc E. Bercoon, 44, has been appointed Chief Financial Officer of the registrant effective February 28, 2005. The registrant has not entered into an employment contract with Mr. Bercoon, who will serve at the discretion of the Board of Directors. Mr. Bercoon currently receives $5,500 per month from Farequest Holdings, Inc. for services he renders as Vice Chairman of Farequest. Any change in compensation will be determined by the Board of Directors and Compensation Committee. Mr. Bercoon previously served as Vice Chairman and Chief Financial Officer for J&C Nationwide, Inc., a physician staffing company from November 2002 - February 14, 2005. Mr. William Goldstein, the Company's Chairman was Chairman and CEO of J&C Nationwide, Inc. prior to its sale. Mr. Bercoon was General Counsel of J&C Nationwide from January 1, 2002-November 2002. For the period September 1998-December 2001, Mr. Bercoon was a Managing Member, Chief Operating Officer and Chief Financial Officer of Vision Building Systems, LLC, a Florida-based modular building dealer. Mr. Bercoon has been a director of Mixson Corporation, a Florida base manufacturer of law enforcement products since November 1998. Mr. Bercoon has also been a director of LA Digital Post, Inc. a Los Angeles based company in the post production editing equipment rental business since September 2003, a company controlled by William Goldstein. Mr. Bercoon began his career as an attorney with a Chicago law firm currently known as Katten, Muchin, Zavis & Rosenman. 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 March 1, 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: March 1, 2005 RCG COMPANIES INCORPORATED By: /s/ Marc E. Bercoon ------------------------ Marc E. Bercoon Chief Financial Officer EX-99.1 2 v13765_ex99-1.txt EXHIBIT 99.1 RCG CFO RESIGNS TO PURSUE OTHER BUSINESS OPPORTUNITIES CHARLOTTE, NC - FEBRUARY 28, 2005 - RCG Companies Incorporated (AMEX: RCG), a diversified travel and leisure company, announced today that its Chief Financial Officer, William W. Hodge, has expressed his intention to leave the company to pursue other business opportunities. The company named Marc E. Bercoon, former CFO of J&C Nationwide, Inc., to assume the responsibilities of CFO. "I want to thank Bill for his dedication and service to RCG," said Will Goldstein, Chairman of RCG. "We wish Bill the best as he moves on to his next challenge." Mr. Goldstein added that the Company is fortunate that Marc has joined our team and welcomes him to the Company. Bill will continue with the Company for an interim period to assist in an orderly transition of his responsibilities. ABOUT RCG COMPANIES INCORPORATED RCG Companies Incorporated (www.rcgcompanies.com) derives a majority of its revenues from its travel business subsidiaries, FS SunTours, Inc., which delivers leisure- and vacation-travel packages under the SunTrips(R) brand, and Farequest Holdings, Inc., which is a leading online and offline provider of a full range of travel services operating under the name 1-800-CHEAPSEATS (www.1800cheapseats.com). RCG's other wholly owned subsidiary, Logisoft Corp. (www.logisoft.com), operates in the software and information technology services sector. 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-----