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) MAY 24, 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 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Exhibits: 99.1 Press Release dated May 24, 2004 Item 12. Results of Operations and Financial Condition. On May 24, 2004, the Company issued a press release disclosing certain information relating to its completed fiscal period. A copy of the release is filed as an exhibit herewith. 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 By: /s/ William W. Hodge ---------------------------------------- Name: William W. Hodge Its: Chief Financial Officer Dated: May 25, 2004