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): January 28, 2006
ONETRAVEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8662 23-2265039
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1200 Lake Hearn Drive
Suite 300 30319
Atlanta, Georgia
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 730-2860
(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 14, 2006, OneTravel Holdings, Inc. (the "Registrant") received a notice
from the American Stock Exchange (the "AMEX"), the national securities exchange
that maintains the principal listing for the Registrant's common stock, of the
AMEX's decision, following the Registrant's hearing on March 9, 2006 before a
Listing Qualifications Panel of the AMEX Committee on Securities, to suspend
trading in the common stock of the Registrant on the AMEX as soon as practicable
and to file an application with the SEC to strike the Registrant's common stock
from listing and registration on the AMEX due to the failure to satisfy certain
of the AMEX's continued listing standards, specifically the failure to comply
with sections 134 and 1001 of the Company Guide for Exchange companies due to
the failure of the Registrant to timely file its Annual Report on Form 10-K for
the fiscal year ended June 30, 2005 and its Quarterly Reports on Form 10-Q for
the fiscal quarters ended September 30, 2005 and December 31, 2005 with the
Securities and Exchange Commission, as required by Sections 134 and 1101 of the
AMEX Company Guide (the "AMEX Company Guide").
The press release issued by the Registrant on March 15, 2006 with respect to
this matter is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued March 15, 2006
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 15, 2006
ONETRAVEL HOLDINGS, INC.
By: /s/ Marc E. Bercoon
-------------------
Marc E. Bercoon,
President
Exhibit Index
Exhibit No. Description
99.1 Press Release issued March 15, 2006