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 12, 2015 (August 6, 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 1.01. Entry into a Material Definitive Agreement.
As previously announced, on August 6, 2015, RCS Capital Corporation (the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”) with Apollo Management Holdings, L.P. (“APH”), separate investment agreements (the “Investment Agreements”) with APH and Luxor Capital Partners, LP and certain of its affiliates and an agreement to terminate (the “Termination Agreement”) the Amended and Restated Services Agreement with RCS Capital Management, LLC and the Put & Call Agreement (collectively the “Transactions”). The description of the Transactions is incorporated by reference to Note 21 of the Notes to the Consolidated Financial Statements (Unaudited) June 30, 2015 included in the Form 10-Q filed by the Company for the quarter ended June 30, 2015 (the “Form 10-Q”). Copies of the MIPA, the Investment Agreements and the Termination Agreement were filed as exhibits to the Form 10-Q.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report is incorporated herein by reference. The Series D Preferred Stock to be issued under the Investment Agreements and the Class A Common Stock to be issued under the Termination Agreement will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 4(a)(2) of the Securities Act on the basis that the transactions do not involve a public offering of securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Note 21 of the Notes to the Consolidated Financial Statements (Unaudited) June 30, 2015 (incorporated by reference to the Form 10-Q). |
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 12, 2015 | By: | /s/ EDWARD M. WEIL, JR. |
| Edward M. Weil, Jr. | |||
| Chief Executive Officer and Director | |||