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RCAP > SEC Filings for RCAP > Form 8-K on 3-Jul-2014All Recent SEC Filings

Show all filings for RCS CAPITAL CORP



Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effectiveness of 2014 Stock Purchase Program

On June 30, 2014, the Company's previously disclosed 2014 Stock Purchase Program (the "Program") became effective upon the effectiveness of stockholder approval of the Program. The board of directors of the Company (the "Board") had previously adopted and approved the Program, subject to effectiveness upon stockholder approval.

Executive officers of the Company are eligible to be selected by the committee established under the Program to participate in the Program.

The material terms of the Program were described in the section titled "Action Four: Approval of the 2014 Stock Purchase Program" in the Company's Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 11, 2014 (the "Information Statement"), which description is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment and Restatement of Certificate of Incorporation

On July 3, 2014, consistent with the amendments described below and as previously disclosed in the Information Statement, the Company filed an amendment and restatement of the Second Amended and Restated Certificate of Incorporation of the Company (the "Third Amended and Restated Certificate") with the Secretary of State of the State of Delaware, at which time the Third Amended and Restated Certificate became effective.

As previously disclosed in the Information Statement, the substantive amendments included in the Third Amended and Restated Certificate were as follows: (i) deleting the requirement that the Company's Class B Common Stock, par value $0.001 per share, may not be transferred to any person unless a corresponding number of Class B Units in each of three operating subsidiaries of the Company, Realty Capital Securities, LLC, RCS Advisory Services, LLC and American National Stock Transfer, LLC, is also transferred to the same person; (ii) providing that the Executive Committee or any other duly authorized committee of the Board can call a special meeting of stockholders; and (iii) deleting a requirement that all directors must be nominated by the Board.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Certificate, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
              Third Amended and Restated Certificate of Incorporation of RCS
3.1           Capital Corporation.
99.1          "Action Four: Approval of the 2014 Stock Purchase Program" in RCS
              Capital Corporation's Definitive Information Statement dated June
              10, 2014 (incorporated by reference to the Definitive Information
              Statement filed by RCS Capital Corporation on June 11, 2014).

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