-----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, I0e/YepLIDOuki0fTTXEMdSuhy4wA7t9Y6pmUAyHLcjgnz02RXlenqe2NZefFf3U t5mIFJiRwmvtILXrkbZCRQ== 0001144204-05-032277.txt : 20051021 0001144204-05-032277.hdr.sgml : 20051021 20051021112051 ACCESSION NUMBER: 0001144204-05-032277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051014 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OneTravel Holdings, 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: 051148764 BUSINESS ADDRESS: STREET 1: 1150 HAMMOND DR NE STE C3200 CITY: ATLANTA STATE: 2Q ZIP: 30328-8143 BUSINESS PHONE: (404) 531-0432 MAIL ADDRESS: STREET 1: 1150 HAMMOND DR NE STE C3200 CITY: ATLANTA STATE: 2Q ZIP: 30328-8143 FORMER COMPANY: FORMER CONFORMED NAME: RCG Companies INC DATE OF NAME CHANGE: 20050526 FORMER COMPANY: FORMER CONFORMED NAME: RCG COMPANIES INC DATE OF NAME CHANGE: 20031223 FORMER COMPANY: FORMER CONFORMED NAME: ERESOURCE CAPITAL GROUP INC DATE OF NAME CHANGE: 20001113 8-K 1 v027522_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): October 14, 2005 ------------------------------- ONETRAVEL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) ------------------------------- Delaware 1-8662 23-2265039 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5775 Peachtree Dunwoody Road Building G, Suite 300 Atlanta, Georgia 30346 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (770) 730-2860 6836 Morrison Boulevard, Suite 200, Charlotte, North Carolina 28211 ------------------------------------------------------------------- (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. (a) On October 19, 2005, OneTravel Holdings, Inc. (the "Registrant") received a notice from the American Stock Exchange (the "AMEX"), the national securities exchange that maintains the principal listing for the Registrant's common stock, of failure to satisfy certain of the AMEX's continued listing standards. This notice relates to the failure of the Registrant to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2005 with the Securities and Exchange Commission, as required by Sections 134 and 1101 of the AMEX Company Guide (the "AMEX Company Guide"). The notice indicates that the Registrant is required to contact the AMEX by October 16, 2005 to discuss new developments and indicate whether or not it intends to submit a plan of compliance. Further, the notice states that in order to maintain its AMEX listing, the Registrant must submit a plan by November 2, 2005, advising the AMEX of actions it has taken, or will take, that would bring the Registrant in compliance with the AMEX Company Guide by no later than December 12, 2005. The Registrant expects to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2005 with the Securities and Exchange Commission within these time periods as needed to provide a timely response to the AMEX notice and thereby comply with the AMEX continued listing standards. The press release issued by the Registrant on October 21, 2005 with respect to the AMEX notice of failure to satisfy certain of the AMEX's continued listing standards is filed herewith as Exhibit 99.1. (b) On October 14,2005, the Registrant notified the AMEX that it failed to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2005 with the Securities and Exchange Commission in a timely manner on or prior to October 13, 2005, as required by the Company Guide. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press Release issued October 21, 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: October 21, 2005 ONETRAVEL HOLDINGS, INC. By: /s/ Marc E. Bercoon ---------------------- Marc E. Bercoon, President Exhibit Index ------------- Exhibit No. Description ----------- ----------- 99.1 Press Release issued October 21, 2005 EX-99.1 2 v027522_ex99-1.txt [LOGO] OneTravel Holdings, Incorporated 5775 Peachtree Dunwoody Road, Building G Suite 300 Atlanta, GA 30346 o Tel 404-256-6620 o Fax 404-943-1094 (www.onetravelholdings.com) - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: OneTravel Holdings Receives Notice of Failure to Satisfy Listing Requirements From AMEX OTV Must File 10-K by December 12, 2005 - - Company expects to comply with AMEX requirement well in advance of the December date ATLANTA - October 21, 2005--OneTravel Holdings, Inc. (AMEX: OTV), a leading online and offline provider of travel and leisure services announced that it has received a notice of a failure to satisfy continued listing standards from the America Stock Exchange ("AMEX") in connection with the failure of OTV to timely file its Annual Report on Form 10-K for the fiscal year ended June 30, 2005. The notice requires that OTV contact the AMEX verbally on or before October 26, 2005, which the Company has done. The notice also requires that the Company submit a written plan to AMEX by November 2, 2005 explaining the actions the Company will take to ensure compliance on or before December 12, 2005. According to the letter, OTV will be in compliance at such time as it files the Form 10-K The Company is committed to providing the written plan to the AMEX prior to the required date and fully expects to have the Form 10-K filed well in advance of the December 12, 2005 deadline. For further details please refer to the Company's 8K filing on this subject. About OneTravel Holdings, Inc. (AMEX:OTV) - ----------------------------------------- OneTravel Holdings, Inc. (www.onetravelholdings.com) derives all of its revenues from its travel business subsidiaries, Farequest Holdings, Inc., operating under the name 1-800-CHEAPSEATS (www.cheapseats.com) and OneTravel, Inc. (www.onetravel.com), both of which are leading online and offline providers of a full range of travel services, and FS SunTours, Inc., which sells leisure and vacation travel packages under the SunTrips(R) brand (www.suntrips.com). The Company derives additional revenue from operating other travel related web sites including www.discounthotels.com and www.11thhour.com. Statements in this news release about anticipated or expected future revenue or shareholder value growth or expressions of future goals or objectives, including statements regarding market conditions or 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. When used in this release and documents, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. 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 business due to a lack of capital or a change in market demand for its products and services or to fully or effectively integrate all business units or the inability to realize anticipated cost savings or revenue and stockholder value growth opportunities associated with the acquisitions of Farequest Holdings, Inc. and OneTravel, Inc. The Company has previously mentioned in conference calls that gross bookings are not equal to gross revenues under generally accepted accounting principles, so no inference can be made about profitability based on gross bookings unless expressly stated by the Company. There is also no certainty that the Company will be successful in its quest to secure strategic alliances in its efforts to close the sale of the SunTrips business. The Company is also subject to those risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including the Company's historical losses and negative cash flow, its need for additional capital, including to finance the $12,500,000 promissory notes payable to the former stockholders of OneTravel, Inc., 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, 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 SEC 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. For a complete description of the items approved at the annual stockholder's meeting, the Company's proxy statement is available for viewing in the Company's SEC filings. Company Contact: Investor Relations Contact: - ---------------- --------------------------- Marc Bercoon Rich O'Leary President Genesis Select Corp OneTravel Holdings, Inc. Boulder, Colorado mbercoon@onetravel.com 303-415-0200 404-256-6620 roleary@genesisselect.com ##### -----END PRIVACY-ENHANCED MESSAGE-----