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 |