UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Amendment No. 1
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 24, 2013
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)
Not Applicable
(Former name or former address, if changed since last report)
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)) |
EXPLANATORY NOTE
On October 24, 2013,RCS Capital Corporation (the “Company”)filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”), for the purpose of announcing its financial results for the fiscal quarter ended September 30, 2013. Subsequent to such filing, the Company issued a press release containing an upwards adjustment to earnings and earnings per share attributable to the Company from those reported on October 24, 2013 resulting from the allocation of certain corporate overhead expenses to non-controlling interests. The corrected earnings and earnings per share are reflected in the press release attached to this Current Report on Form 8-K/A as Exhibit 99.1 and will appear in the financial statements included in the Company’s Quarterly Report on Form 10-Q to be filed in early November.
Item 2.02. Results of Operations and Financial Condition.
On October 28, 2013, the Company issued a press releasecontaining an upwards adjustment to earnings and earnings per share attributable to the Companyfor thefiscal quarterended September 30, 2013from those reported on October 24, 2013. A copy of the press release is attached to this Current Report on Form 8-K/A as Exhibit 99.1.
The information furnished under this Item 2.02 of this Current Report on Form 8-K/A, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K/A is hereby included by reference in this Item 7.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 28, 2013 |
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: October 28, 2013 | By: | /s/ William M. Kahane | ||
| Name: | William M. Kahane | |||
| Title: | Chief Executive Officer and Director | |||