8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

to

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 31, 2015 (August 25, 2015)

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)	(I.R.S. Employer Identification No.)

405 Park Avenue, 14th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (866) 904-2988

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Company Restructures Board of Directors and Increases Board Independence

Consistent with previously announced initiatives aimed at enhancing corporate governance, on August 31, 2015, the board of directors of RCS Capital Corporation (the “Company”) announced the implementation of certain changes to the composition of its board of directors to further simplify the Company’s governance structure and increase the proportion of independent members serving on its board of directors.

Resignation of R. Lawrence Roth and Peter M. Budko as Directors

On August 25, 2015, R. Lawrence Roth resigned as a member of the board of directors of the Company. Mr. Roth’s resignation did not result from a disagreement with the Company or the board of directors and therefore disclosure under Item 5.02(a) of Form 8-K is not required. Instead, Mr. Roth will focus on continuing to serve in his capacity as Chief Executive Officer of Cetera Financial Group, the Company’s independent retail advice division (“Cetera”).

In addition, on August 27, 2015, Peter M. Budko resigned as a member of the board of directors of the Company. Mr. Budko’s resignation did not result from a disagreement with the Company or the board of directors and therefore disclosure under Item 5.02(a) of Form 8-K is not required. Mr. Budko has indicated that he will concentrate on his responsibilities in connection with the recently announced creation of AR Global Investments.

Resignation of Brian L. Nygaard as EVP and Chief Operating Officer

On August 31, 2015, Brian L. Nygaard resigned as the Company’s Executive Vice President and Chief Operating Officer. Mr. Nygaard’s resignation did not result from a disagreement with the Company or the board of directors and therefore disclosure under Item 5.02(a) of Form 8-K is not required. Instead, Mr. Nygaard will focus on continuing to serve in his capacity as Executive Vice President and Chief Financial Officer of Cetera.

Item 7.01. Regulation FD Disclosure.

On August 31, 2015, the Company issued a press release, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated August 31, 2015

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 thereunto duly authorized.

		RCS Capital Corporation
Date:	August 31, 2015	By:	/s/ EDWARD M. WEIL, JR.
			Edward M. Weil, Jr.
			Chief Executive Officer and Director

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

RCS Capital Corporation Announces Changes to Board of Directors

Enhances Corporate Governance
with Increase in Board Independence

NEW YORK, NEW YORK, August 31, 2015 – RCS Capital Corporation (“RCS Capital”) (NYSE: RCAP) today announced certain changes to the composition of its board of directors which further simplifies RCS Capital’s governance structure and increases the proportion of independent members serving on its board of directors. R. Lawrence “Larry” Roth and Peter M. Budko have resigned from the RCS Capital board of directors. Neither Messrs. Roth nor Budko resigned as a result of any disagreement with RCS Capital or its board of directors. Mr. Roth will instead concentrate his energies on his responsibilities as chief executive officer of Cetera Financial Group, RCS Capital’s independent retail advice division. Mr. Budko has informed the board he will concentrate his energies on his responsibilities in connection with the recently announced creation of AR Global Investments.

As a result of these changes, the RCS Capital board of directors is comprised of seven directors, a majority of which are independent and all of whom bring to RCS Capital significant industry, senior leadership and corporate governance experience.

About RCS Capital

RCS Capital Corporation (NYSE: RCAP) is a full-service investment firm expressly focused on the individual retail investor. With operating subsidiaries including retail advice services, investment banking, capital markets, investment research, investment management and crowdfunding, and, until the completion of a recently announced pending sale, wholesale distribution, RCS Capital’s business is designed to capitalize, support, grow and maximize value for the investment programs it distributes and the independent advisors and clients it serves. Additional information about RCS Capital can be found on its website at www.rcscapital.com. RCS Capital may disseminate information about itself, including the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.

Important Notice

The statements in this press release include statements regarding the intent, belief or current expectations of RCS Capital and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should,” “look forward” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements due to certain factors. Additional factors that may affect future results are contained in RCS Capital’s filings with the SEC, which are available at the SEC’s website at www.rcscapital.com. Further, forward-looking statements speak only as of the date they are made, and RCS Capital undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.  

Media Inquiries:	Investor Inquiries:
Jonathan Keehner Mahmoud Siddig Joele Frank, Wilkinson Brimmer Katcher jKeehner@joelefrank.com msiddig@joelefrank.com (212) 355-4449	Andrew G. Backman Managing Director Investor Relations and Public Relations RCS Capital Corporation ABackman@rcscapital.com (917) 475-2135	Brian D. Jones Chief Financial Officer RCS Capital Corporation BJones@rcscapital.com (646) 937-6903