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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) November 12, 2004
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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
(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)
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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))
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Item 1.01 Entry into Material Definitive Agreement
Effective November 12, 2004, RCG Companies Incorporated ("RCG") entered
into an Amendment Agreement ("Agreement") between RCG, its subsidiaries,
Flightserv, Inc. ("Flightserv"), FS Tours, Inc. ("VE") and FS SunTours, Inc.
("SunTrips") and MyTravel Canada Holidays Inc., VE Holdings, Inc. and SunTrips,
Inc.
The Agreement amended the Amended and Restated Agreement among the various
parties dated October 31, 2003. The Agreement, among other things,
(1) reduced the Promissory Note to $1 million payable in (i) four (4)
equal yearly payments of $100,000, commencing on October 31, 2006 and continuing
on the last day of each October through October 31, 2009 and (ii) a final
balloon payment in the amount of $600,000 on October 31, 2010.
(2) Flightserv and/or VE or SunTrips delivered to MyTravel Airways
Limited, an affiliate of MyTravel Canada, a Letter of Credit in favor of
MyTravel Airways Limited in the aggregate principal amount of $500,000, securing
certain obligations of Flightserv, VE and SunTrips to certain MyTravel entities
relating to an aircraft lease of a 757 aircraft used by SunTrips for which RCG
travel subsidiaries provided indemnification.
(3) the 3-year travel agreement with MyTravel Canada Holdings for certain
services, including the purchasing of hotel accommodations and resort services,
was to expire on October 31, 2006 has been extended until October 31, 2010. The
services agreement originally provided for payments of $4,500,000 now provides
for additional payments of $4,875,000 over the new term of the agreement.
The agreement is dated November 4, 2004, however it did not become
effective until November 12, 2004, the date the above referenced $500,000 Letter
of Credit was issued.
The complete terms of the above agreements, as modified, are qualified in
their entirety by the Exhibits to this Report on Form 8-K.
Item 7.01. Regulation FD Disclosure
On November 15, 2004, RCG issued a press release announcing the Amended
Agreement. A copy of the press release is filed as an exhibit herewith.
Item 9.01. Financial Statements and Exhibits
Exhibits
Exhibit Description
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10.1 Amendment Agreement, dated as of November 4, 2004 by and among
MyTravel Canada Holdings, Inc., VE Holdings, Inc., SunTrips, Inc.,
RCG Companies Incorporated, Flightserv, Inc., FS Tours, Inc. and FS
SunTours, Inc.
99.1 Press Release dated November 15, 2004
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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: November 15, 2004
RCG COMPANIES INCORPORATED
By: /s/ Michael Pruitt
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Michael Pruitt
President
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INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amendment Agreement, dated as of November 4, 2004 by and among
MyTravel Canada Holdings, Inc., VE Holdings, Inc., SunTrips, Inc.,
RCG Companies Incorporated, Flightserv, Inc., FS Tours, Inc. and FS
SunTours, Inc.
99.1 Press Release dated November 15, 2004