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EX-99.2 - EXHIBIT 99.2 - RCS Capital Corpv409775_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - RCS Capital Corpv409775_ex99-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  May 7, 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)   (IRS Employer
Identification No.)

 

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

 

(866) 904-2988

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

¨ 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 2.02. Results of Operations and Financial Condition.

 

On May 7, 2015, RCS Capital Corporation (the “Company”) issued a press release discussing its financial results for the three months ended March 31, 2015. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

The information furnished under this Item 2.02 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 2.02, 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 7.01. Regulation FD Disclosure.

 

Earnings press release

 

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby included by reference in this Item 7.01.

 

Investor presentation

 

The Company has prepared an investor presentation with respect to first quarter of 2015 operating results. Directors, officers and other representatives of the Company intend to present some of or all of such investor presentation at various conferences and meetings in the coming months. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. Such investor presentation shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibits 99.1 and 99.2, 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.

 

Forward-Looking Statements

 

Information set forth in this Current Report on Form 8-K (including information furnished, included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the Company’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s ability to integrate businesses acquired in recent acquisitions into Company’s existing businesses. Additional factors that may affect future results are contained in the Company’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. The Company disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

 

 Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits

 

 
Exhibit No.   Description
99.1   Press release dated May 7, 2015
99.2   Investor presentation

 

 
 

 

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
     
     
Date: May 7, 2015   By: /s/ Edward M. Weil, Jr.  
    Name:  Edward M. Weil, Jr.  
    Title:  Chief Executive Officer and Director