UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR
| For Period Ended: June 30, 2015 | |
| ¨ Transition Report on Form 10-K | |
| ¨ Transition Report on Form 20-F | |
| ¨ Transition Report on Form 11-K | |
| ¨ Transition Report on Form 10-Q | |
| ¨ Transition Report on Form N-SAR | |
| For the Transition Period Ended: ______________ |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
| RCS Capital Corporation |
| Full Name of Registrant |
| N/A |
| Former Name if Applicable |
| 405 Park Avenue, 14th Floor |
| Address of Principal Executive Office (Street and Number) |
| New York, New York 10022 |
| City, State and Zip Code |
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
| (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
RCS Capital Corporation (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2015 (the “Form 10-Q”) by August 10, 2015 without unreasonable effort and expense because of the time involved in reflecting in the Form 10-Q disclosure concerning (i) an agreement entered into on August 6, 2015 to sell our wholesale distribution business, and (ii) two investment agreements entered into on the same date for the purchase an aggregate of $37.5 million of new series of preferred stock.
.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
| Brian D. Jones | (212) | 415-6500 | ||
| (Name) | (Area Code) | (Telephone Number) |
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). x Yes ¨ No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes ¨ No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The net income that will be reported by the Company in its earnings statement which will be included in its Form 10-Q will reflect a decline in net income from $48,472,000 to a net loss of $66,149,000 for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014 and a decline in net income from $60,621,000 to a net loss of $81,530,000 for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014.
| RCS Capital Corporation |
| (Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 10, 2015 | By: | /s/ Edward M. Weil, Jr. |
| Name: Edward M. Weil | ||
| Title: Chief Executive Officer |
