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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): January 28, 2006
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ONETRAVEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-8662 23-2265039
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, Georgia 30346
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 730-2860
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(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))
Item 1.01. Entry into a Material Definitive Agreement.
On January 28, 2006, OneTravel Holdings, Inc. (the "Company") and its
wholly-owned subsidiary FS SunTours, Inc. ("SunTours") entered into an Asset
Purchase Agreement (the "Agreement") with Crystal Hospitality Group, Inc. (the
"Buyer").
Pursuant to Agreement, SunTours will sell substantially all of its assets to the
Buyer. As consideration for this asset sale, the Buyer will assume certain
specified liabilities of SunTours. The Company has agreed to contribute
approximately $1,889,000 in additional funds to SunTours prior to the closing of
the transaction and the Buyer has agreed to contribute additional capital to the
business immediately upon closing. The closing of the asset sale is subject to
the satisfaction of conditions, and is expected to occur within two weeks.
No material relationship exists between the Buyer, on the one hand, and the
Company or SunTours or any of their respective affiliates, any director or
officer of the Company or SunTours, or any associate of any such director or
officer, on the other hand.
This summary description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the copy of the Agreement that is
filed as an exhibit hereto.
The press release issued by the Company on January 28, 2006 with respect to the
Agreement is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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10.1 Asset Purchase Agreement dated January 28, 2006 among
OneTravel Holdings, Inc., FS SunTours, Inc. and Crystal
Hospitality Group, Inc.
99.1 Press Release issued January 28, 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: February 2, 2006
ONETRAVEL HOLDINGS, INC.
By: /s/ Marc E. Bercoon
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Marc E. Bercoon,
President
Exhibit Index
Exhibit No. Description
10.1 Asset Purchase Agreement dated January 28, 2006 among
OneTravel Holdings, Inc., FS SunTours, Inc. and Crystal
Hospitality Group, Inc.
99.1 Press Release issued January 28, 2006