Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
08 Julio 2014 - 8:19AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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) July 8, 2014 (July 7, 2014)
Investors
Capital Holdings, Ltd.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
|
333-43664
(Commission
File Number)
|
04-3284631
(IRS Employer
Identification No.)
|
Six Kimball Lane, Suite 150
Lynnfield, MA 01940
(Address of
principal executive offices)
Registrant’s telephone number, including area code: (800) 949-1422
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 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 8.01 Other Events.
On July 8, 2014, Investors Capital Holdings, Ltd., or “ICH,” a Delaware
corporation, issued a press release announcing the preliminary results
of the elections made by ICH stockholders, pursuant to the terms of the
Agreement and Plan of Merger, dated as of October 27, 2013, as amended
as of February 28, 2014, referred to as the “merger agreement,” by and
among ICH, RCS Capital Corporation, or “RCAP,” a Delaware corporation,
and Zoe Acquisition, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of RCAP, regarding the form of consideration
they wished to receive in connection with RCAP’s proposed acquisition of
ICH.
The foregoing description is qualified in its entirety by reference to
the press release, which is attached to this Current Report on Form 8-K
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
|
|
Description
|
|
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99.1
|
|
Press Release, dated July 8, 2014, issued by Investors Capital
Holdings, Ltd.
|
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.
|
Investors Capital Holdings, Ltd.
|
|
|
|
|
Date: July 8, 2014
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/s/ Timothy B. Murphy
|
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Name: Timothy B. Murphy
|
|
Title: President and Chief Executive Officer
|
-3-
Investors Capital (AMEX:ICH)
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