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 21, 2015 (August 20, 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 3.02 Unregistered Sales of Equity Securities.

 

As previously disclosed, on November 21, 2014, RCS Capital Corporation (the “Company”) completed the acquisition of a controlling financial interest in Docupace Technologies, LLC (the “Docupace Acquisition”). On August 20, 2015, the Company issued 5,461,843 shares (the “Shares”) of Class A common stock, par value $0.001 per share, as net post-closing consideration due to the sellers in the Docupace Acquisition pursuant to the original terms of such acquisition. The Shares were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (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. 

 

 

 

 

 

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 21, 2015 By: /s/ EDWARD M. WEIL, JR.
      Edward M. Weil, Jr.
      Chief Executive Officer and Director