0001144204-14-054589.txt : 20140905 0001144204-14-054589.hdr.sgml : 20140905 20140905170018 ACCESSION NUMBER: 0001144204-14-054589 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140707 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140905 DATE AS OF CHANGE: 20140905 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RCS Capital Corp CENTRAL INDEX KEY: 0001568832 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 383894716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 141086538 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.415.6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K/A 1 v388318_8ka.htm 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2014 (July 7, 2014)

RCS Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35924		38-3894716
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

405 Park Ave., 14^th Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(866) 904-2988

(Registrant’s telephone number, including area code)

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:

¨	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))

Explanatory Note

On July 11, 2014, RCS Capital Corporation (the “RCAP”) filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original 8-K”) in which it announced, among other things, that, on July 11, 2014, it completed its previously announced acquisition of Investors Capital Holdings, Ltd. (“ICH”) pursuant to the terms of the Agreement and Plan of Merger, dated as of October 27, 2013, as amended as of February 28, 2014, by and among RCAP, Zoe Acquisition, LLC and ICH. The Company is filing this Amended Current Report on Form 8-K for the purpose of clarifying that, a result of RCAP’s determination the acquisition of ICH is not a significant acquisition, financial statements of ICH are not required to be filed by Item 9.01(a) of Form 8-K and unaudited pro forma financial information taking into account the acquisition is not required to be filed by Item 9.01(b) of Form 8-K. Accordingly, Items Item 9.01(a) and Item 9.01(b) contained in the Original 8-K are hereby deleted in their entirety.

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.

RCS Capital Corporation

	RCS Capital Corporation


Date: September 5, 2014	By:	/s/ William M. Kahane
	Name:	William M. Kahane
	Title:	Chief Executive Officer and Director