UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 11, 2005
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RCG COMPANIES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 1-8662 23-2265039
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6836 MORRISON BLVD., STE. 200, CHARLOTTE,
NORTH CAROLINA 28211
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(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
This Current Report on Form 8-K and the press release incorporated by
reference herein are furnished by RCG Companies Incorporated (the "Company")
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 15 of the Securities Exchange Act of 1934.
On February 11, 2005, the Company issued a press release regarding its
entry into an agreement to acquire 100% of the outstanding capital stock of
OneTravel, Inc., and its initial closing of a private placement of convertible
debentures.
In addition to financial measures calculated in accordance with
generally accepted accounting principles in the United States ("GAAP"), the
press release contains non-GAAP financial measures regarding the "gross
bookings" of OneTravel, Inc. The "gross bookings" figure set forth in the press
release represents the retail value of fares charged to customers as compared to
net amounts retained from such sales. The Company has adopted the net method for
revenue recognition as suggested by the Emerging Issues Task Force 99-19. The
Company believes that such non-GAAP financial measures are useful to investors
because they provide an alternative method for assessing OneTravel, Inc.'s
operations. The Company's management uses these non-GAAP financial measures for
the same purpose.
A copy of the press release is furnished as an Exhibit herewith.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit Description
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99.1 Press Release dated February 11, 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 11, 2005
RCG COMPANIES INCORPORATED
By: /s/ Michael Pruitt
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Michael Pruitt
President