OTV Onetravel Hlgs

OneTravel Holdings, Inc. (AMEX:OTV), a leading online and offline provider of travel and leisure services, announced today that its stockholders have voted in favor of all proposals presented for vote at its annual stockholders meeting. In addition to the customary proposals of electing directors and approving auditors, the stockholders approved: (1) the issuance of common stock to permit the conversion of the Company's Series A preferred stock and the exercise of warrants and additional investment rights that were issued in connection with the Company's $4.3 million financing, completed in September 2004, and the issuance of common stock to permit the exercise of warrants that were issued by the Company in October 2003 and February 2005 and adjusted in April 2005; (2) the issuance of common stock to permit the conversion of the Company's Series B preferred stock, the conversion of the convertible promissory note and the issuance of common stock as contingent shares, that were issued in connection with the Company's February 2005 acquisition of Farequest Holdings, Inc. d/b/a 1-800-CheapSeats; (3) the issuance of common stock to permit the conversion of the Company's Series C preferred stock and the exercise of warrants that were sold in connection with the Company's April 2005 private placement of these securities, the proceeds of which were used to acquire OneTravel, Inc., and redeem the Company's February 2005 convertible debentures; (4) the issuance of common stock that allows conversion of the Company's aggregate $12.5 million convertible promissory notes, that were issued to certain of the selling shareholders of OneTravel, Inc., to common stock if the holders so elect; and (5) an amendment to the Company's Certificate of Incorporation to effect a 1-for-10 reverse split of the Company's common stock, which is expected to become effective on or about July 5, 2005, and a reduction of the Company's authorized common stock to 50,000,000 shares. With this stockholder approval, the Company's Series B Convertible preferred stock will convert to common stock, assuming that the registration statement covering such securities becomes effective, which is expected to occur on or about July 7, 2005. The Series C Convertible preferred stock will convert to common stock 21 trading days after the effectiveness of both the reverse stock split and the same registration statement that covers the Series B Convertible preferred stock. The reverse stock split is expected to become effective on or about July 5, 2005. Commenting on the meeting, William Goldstein, OTV's Chairman and CEO stated, "We are extremely pleased that the stockholders have approved all of the proposals that were on this year's proxy. The approval shows that the stockholders believe in the 'travel-only' strategy that we have begun to implement. We have continued to see strong growth in bookings in our online travel businesses that are run through our Web sites www.onetravel.com, www.cheapseats.com, www.1800cheapseats.com, www.discounthotels.com and www.11thhour.com, and our offline business at 1-800-CheapSeats." "The vote today also puts us in a better position to realize the true value of our Company. We believe that we trade at a discount relative to the values we have seen attributed to other travel companies in the market. The action today simplifies our capital structure, as it permits the conversion to common stock of our Series B and Series C preferred stock, and with the reverse split, our outstanding common shares are reduced to approximately 11 million. We believe these changes will benefit all of our stockholders in the long run and help us attract a broader institutional shareholder base and maximize our shareholder value." About OneTravel Holdings, Inc. OneTravel Holdings, Inc. (www.onetravelholdings.com) derives all of its revenues from its travel business subsidiaries, FS SunTours, Inc., which sells leisure and vacation travel packages under the SunTrips(R) brand (www.suntrips.com), and Farequest Holdings, Inc., operating under the name 1-800-CheapSeats (www.cheapseats.com) and OneTravel, Inc. (www.onetravel.com), both of which are leading online and offline providers of a full range of travel services. Statements in this news release about anticipated or expected future revenue or shareholder value growth or expressions of future goals or objectives, including statements regarding market conditions or whether current plans to grow and strengthen the Company's business will be implemented or accomplished, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release and documents, the words "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. All forward-looking statements in this release are based upon information available to the Company on the date of this release. Any forward-looking statements involve risks and uncertainties, including the risk that the Company will be unable to grow or strengthen its business due to a lack of capital or a change in market demand for its products and services or to fully or effectively integrate all business units or the inability to realize anticipated cost savings or revenue and stockholder value growth opportunities associated with the acquisitions of Farequest Holdings, Inc. and OneTravel, Inc. The Company has previously mentioned in conference calls that gross bookings are not equal to gross revenues under generally accepted accounting principles, so no inference can be made about profitability based on gross bookings unless expressly stated by the Company. There is also no certainty that the Company will be successful in its quest to secure strategic alliances in its efforts to restructure its SunTrips operations. The Company is also subject to those risks and uncertainties described in the Company's filings with the U.S. Securities and Exchange Commission ("SEC"), including the Company's historical losses and negative cash flow, its need for additional capital, including to finance the $12,500,000 promissory notes payable to the former stockholders of OneTravel, Inc., and that future financing, if available, will dilute the Company's current common stockholders. Additionally, forward-looking statements concerning the performance of the travel and leisure industry are based on current market conditions and risks, which may change as the result of certain regulatory, political or economic events, a shift in consumer travel preferences, as well as those risks and uncertainties described in the Company's SEC filings, which could cause actual events or results to differ materially from the events or results described in the forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. For a complete description of the items approved at the annual stockholder's meeting, the Company's proxy statement is available for viewing in the Company's SEC filings.