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 27, 2004
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RCG COMPANIES INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 1-8662 23-2265039
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
6836 Morrison Blvd., Suite 200, Charlotte, North Carolina 28211
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (704) 366-5054
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(Former name or former address, if changed since last report)
Item 4. Changes In Registrant's Certifying Accountant
On February 26, 2004 RCG Companies Incorporated (the "Company") acted to
dismiss Crisp Hughes Evans LLP ("CHE") as its independent auditors. This
determination followed the Company's decision to seek proposals from independent
accountants to audit its financial statements, and was approved by the Company's
Board of Director's upon the recommendation of its Audit Committee. The decision
to terminate the Company's relationship with CHE did not involve a dispute with
the Company over accounting policies or practices.
The independent audit report of CHE on the consolidated financial
statements of the Company as of and for the fiscal years ended June 30, 2003 and
2002 did not contain any adverse or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. In
connection with the audit of the June 30, 2003 and 2002 and the review of the
Company's financial statements for quarters ended December 31, 2003 and
September 30, 2003, there were no disagreements with CHE or such annual or
quarterly periods on matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of CHE, would have caused CHE to make reference to the matter
in its reports.
In the Report to the Audit Committee as of June 30, 2003, CHE recommended
the Company hire a Chief Financial Officer. The Company agreed with the
recommendation and hired a Chief Financial Officer. No other reportable event
described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most
recent fiscal years ended June 30, 2003 and June 30, 2002 or within the quarter
ended December 31, 2003.
CHE has reviewed the preceding statements, and a copy of this response is
attached hereto as Exhibit 99.1.
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.
RCG COMPANIES INCORPORATED
By: /s/ William W. Hodge
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Name: William W. Hodge
Its: Chief Financial Officer