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): October 16, 2015 (October 14, 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:
| ¨ | 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 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on August 6, 2015, RCS Capital Corporation (the “Company”) entered into an agreement to terminate the Amended and Restated Services Agreement with RCS Capital Management, LLC and the Put & Call Agreement (the “Termination Agreement”).
On October 14, 2015, the Company issued 3,138,372 shares of Class A Common Stock (the “Shares”) to certain members of RCS Capital Management, LLC pursuant to the previously disclosed terms of the Termination Agreement. The Shares were 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.
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: | October 16, 2015 | By: | /s/ EDWARD M. WEIL, JR. |
| Edward M. Weil, Jr. | |||
| Chief Executive Officer and Director | |||