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EX-16.1 - EXHIBIT 16.1 - RCS Capital Corpv381478_ex16-1.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): June 13, 2014

 

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., 15th Floor
New York, NY
  10022
(Address of principal executive offices)   (Zip Code)

 

(866) 904-2988

(Registrant’s telephone number, including area code)

 

 

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 4.01. Change in Registrant’s Certifying Accountant.

 

On June 13, 2014, RCS Capital Corporation (the “Company”) and WeiserMazars LLP (“Weiser”) agreed to terminate the client-auditor relationship. The Company engaged PricewaterhouseCoopers LLP as its new independent registered public accounting firm as of June 13, 2014 for the fiscal year ending December 31, 2014. The Company’s audit committee participated in and approved the decision to change the Company’s independent registered public accounting firm.

 

The reports of Weiser on the financial statements for the fiscal years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of opinions and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2013 and 2012 and the subsequent interim period through June 13, 2014, there have been no disagreements with Weiser on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Weiser would have caused them to make reference thereto in their reports on the financial statements for such years.

 

During the fiscal years ended December 31, 2013 and 2012 and the subsequent interim period through June 13, 2014, there have been no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

 

During the fiscal years ended December 31, 2013 and 2012 and the subsequent interim period through June 13, 2014, the Company has not consulted with PricewaterhouseCoopers LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has complied with Item 304(a)(3) of Regulation S-K by providing this Current Report on Form 8-K to Weiser and requested that Weiser furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter, dated June 13, 2014, furnished by Weiser, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
16.1   Letter dated June 13, 2014 from WeiserMazars LLP to the U.S. Securities and Exchange Commission

 

 
 

 

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: June 13, 2014   By: /s/ William M. Kahane  
    Name: William M. Kahane  
    Title: Chief Executive Officer