UNITED STATES
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) FEBRUARY 28, 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, 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)
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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On February 28, 2005, the registrant announced that its Chief Financial
Officer, William W. Hodge, has expressed his intention to leave the company to
pursue other business opportunities.
Also announced on February 28, 2005 by the registrant, Marc E. Bercoon,
44, has been appointed Chief Financial Officer of the registrant effective
February 28, 2005. The registrant has not entered into an employment contract
with Mr. Bercoon, who will serve at the discretion of the Board of Directors.
Mr. Bercoon currently receives $5,500 per month from Farequest Holdings, Inc.
for services he renders as Vice Chairman of Farequest. Any change in
compensation will be determined by the Board of Directors and Compensation
Committee.
Mr. Bercoon previously served as Vice Chairman and Chief Financial
Officer for J&C Nationwide, Inc., a physician staffing company from November
2002 - February 14, 2005. Mr. William Goldstein, the Company's Chairman was
Chairman and CEO of J&C Nationwide, Inc. prior to its sale. Mr. Bercoon was
General Counsel of J&C Nationwide from January 1, 2002-November 2002. For the
period September 1998-December 2001, Mr. Bercoon was a Managing Member, Chief
Operating Officer and Chief Financial Officer of Vision Building Systems, LLC, a
Florida-based modular building dealer. Mr. Bercoon has been a director of Mixson
Corporation, a Florida base manufacturer of law enforcement products since
November 1998. Mr. Bercoon has also been a director of LA Digital Post, Inc. a
Los Angeles based company in the post production editing equipment rental
business since September 2003, a company controlled by William Goldstein. Mr.
Bercoon began his career as an attorney with a Chicago law firm currently known
as Katten, Muchin, Zavis & Rosenman.
A copy of the press release is attached as an Exhibit hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
Exhibit Description
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99.1 Press Release dated March 1, 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: March 1, 2005
RCG COMPANIES INCORPORATED
By: /s/ Marc E. Bercoon
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Marc E. Bercoon
Chief Financial Officer