================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-K/A
----------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 25, 2005
----------
RCG COMPANIES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------
DELAWARE 1-8662 23-2265039
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
6836 MORRISON BLVD., STE. 200, 28211
CHARLOTTE, NORTH CAROLINA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (704) 366-5054
----------
(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))
EXPLANATORY NOTE
This amendment on Form 8-K/A amends the Registrant's Form 8-K filed on to
January 31, 2004 to include the following exhibits:
4.1 Loan Agreement, dated January 25, 2005
4.2 Form of Secured Promissory Notes
4.3 Form of Warrant
4.4 Pledge Agreement dated January 25, 2005
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 25, 2005, RCG Companies Incorporated (the "Company") closed a
private placement with 5 accredited investors, including the Company's Chief
Executive Officer/President, and a Director (collectively the "Investors").
Pursuant to the terms of the Loan Agreement, the Company is to initially issue
the following securities to the Investors in consideration for the Investors
making payment to the Company in the total amount of $1,098,500: (i) Secured
Promissory Notes in the total principal amount of $1,098,500, with interest
accruing at the 7.0% per annum, payable in one lump sum of principal and
interest on the date that is six (6) months after issuance (with an option to
extend the term if the Company and the Investors mutually agree), secured by
100% of the issued and outstanding common stock of FS SunTours, d/b/a SunTrips;
and (ii) Warrants to purchase 549,250 shares of common stock of the Company at
an exercise price of $1.25 per share, exercisable until the date that is 3 years
after the closing date.
The transaction was approved by the Company's Board of Directors on
January 25, 2005. The shares of Secured Promissory Notes and Warrants will be
issued pursuant to the exemption from registration provided by Section 4(2) of
the Securities Act of 1933, as amended.
ITEM 9.01. EXHIBITS
4.1 Loan Agreement, dated January 25, 2005
4.2 Form of Secured Promissory Notes
4.3 Form of Warrant
4.4 Pledge Agreement dated January 25, 2005
2
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 22, 2005
RCG COMPANIES INCORPORATED
By: /s/ Michael Pruitt
--------------------------
Michael Pruitt
President
3