SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
(Amendment No. 1)
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 1, 2005
RCG Companies Incorporated
(Exact name of registrant as specified in its charter)
Delaware
1-8662
(State or other jurisdiction of incorporation)
(Commission File Number)
23-2265039
(IRS Employer Identification Number)
6836 Morrison Blvd., Suite 200, Charlotte, NC 28211
(Address of principal executive offices) (Zip Code)
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on February 7, 2005 RCG Companies Incorporated ("RCG")
closed a transaction through which its wholly owned subsidiary WTI Acquisition,
Inc. ("Sub") merged with and into Farequest Holdings, Inc. ("Farequest").
Pursuant to the terms of the Agreement and Plan of Merger dated November 30,
2004, as amended (the "Merger Agreement") the Farequest Stockholders received
(i) 4,779,196 shares of common stock of RCG, (ii) 1,527,389 shares of RCG's
Series B% Senior Participating Preferred Stock ("Series B Preferred Stock"), and
(iii) a promissory note payable within one year of the effective time of the
merger, at the option of RCG, in either(a) an amount in cash equal to lesser of
(x)$6,037,872 or (y) 19% of the value of the total maximum consideration payable
or (b) 3,018,936 shares of RCG common stock. In connection with a recently
completed private placement of RCG's securities, reported on Form 8-K filed
April 15, 2005, the Company irrevocably agreed to pay the promissory note in
shares of RCG Common stock under certain circumstances.
On February 7, 2005 the Company filed a current report on Form 8-K disclosing
the completion of the acquisition, but pursuant to Item 9.01(a)(4) and Item
9.01(b)(2) of Form 8-K, omitted the financial statements of the business
acquired and the pro forma financial information as it was permitted to do
because audited financial statements of the Acquired Properties were not
available at the time of the acquisition.
This Amendment No. 1 to the current report on Form 8-K filed February 7, 2005 is
being filed to include these previously omitted financial statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Pursuant to paragraph (a) of Item 9.01 of Form 8-K, the attached financial
statements were omitted from the disclosure contained in the Initial 8-K.
Attached hereto are the audited financial statements of Farequest Holdings, Inc.
for the year ended December 31, 2004 and the period from June 12, 2003
(inception) to December 31, 2003 and the report of the independent public
auditors.
(b) Pro forma Financial Information
Pursuant to paragraph (b) of Item 9.01 of Form 8-K, the following pro forma
financial information was omitted from the disclosures contained in the Initial
8-K. Attached hereto are the unaudited pro forma combined balance sheet as of
December 31, 2004, the unaudited pro forma combined statement of operations for
the year ended June 30, 2004 and the six month period ended December 31, 2004
and the notes to the unaudited pro forma financial information.
Exhibits
99.2 Audited Financial Statements of Farequest Holdings Inc. for the year ended
December 31, 2004 and the period from June 12, 2003 (inception) to
December 31, 2003 and the report of the independent public auditors.
99.3 Unaudited pro forma combined balance sheet as of December 31, 2004,
unaudited pro forma combined statement of operations for the year ended
June 30, 2004 and the six month period ended December 31, 2004 and the
notes to the unaudited pro forma financial information.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RCG Companies Incorporated
/s/ Marc Bercoon
Mark Bercoon
Date: April 19, 2005
By: Chief Financial Officer
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