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): December
2, 2005
ONETRAVEL
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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1-8662
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23-2265039
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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5775
Peachtree Dunwoody Road
Building
G, Suite 300
Atlanta,
Georgia
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30346
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (404)
256-6620
(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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On
December 2, 2005, 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
failure to satisfy certain of the AMEX’s continued listing standards. This
notice relates to the failure of the Registrant to timely file its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 2005 with
the
Securities and Exchange Commission, as required by Sections 134 and 1101
of the
AMEX Company Guide (the “AMEX Company Guide”). The notice indicates that the
Registrant is required to contact the AMEX by December 9, 2005 to discuss
new
developments and indicate whether or not it intends to submit a plan of
compliance. Further, the notice states that in order to maintain its AMEX
listing, the Registrant must submit a plan by December 16, 2005, advising
the
AMEX of actions it has taken, or will take, that would bring the Registrant
in
compliance with the AMEX Company Guide by no later than January 5, 2006.
The
Registrant expects to file its Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2005 with the Securities and Exchange Commission
within these time periods as needed to provide a timely response to the AMEX
notice and thereby comply with the AMEX continued listing standards. The
press
release issued by the Registrant on December 9, 2005 with respect to the
AMEX
notice of failure to satisfy certain of the AMEX’s continued listing standards
is filed herewith as Exhibit 99.1.
Item
9.01. Financial
Statements and Exhibits.
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(d)
Exhibits. |
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Exhibit
No. |
Description |
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99.1 |
Press
Release issued December 9, 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.
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ONETRAVEL
HOLDINGS, INC. |
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Date: December
9, 2005 |
By: |
/s/ Marc
E. Bercoon |
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Marc
E. Bercoon |
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President |
Exhibit
Index
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Exhibit
No. |
Description |
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99.1 |
Press
Release issued December 9,
2005 |