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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): October 7, 2015

Date of Report (Date of earliest event reported): October 2, 2015

RS LEGACY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-5571

75-1047710

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

300 RadioShack Circle, Mail Stop CF3-203, Fort Worth, Texas 76102 (Address of principal executive offices) (Zip Code)

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (817) 415-3011

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.03. Bankruptcy or Receivership.

As previously disclosed, on February 5, 2015, RS Legacy Corporation (the “Company”) and its direct and indirect domestic subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors are continuing in possession of their properties and are managing their businesses, as debtors in possession, in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Chapter 11 Cases are being jointly administered by the Bankruptcy Court under In re RS LEGACY CORPORATION, et al. (Case No. 15-10197).

OnAs previously disclosed, on October 2, 2015, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Debtors’ First Amended Joint Plan of Liquidation, as originally filed with the Bankruptcy Court on August 10, 2015 and as thereafter modified (the “Plan”). The effective date of the Plan (the “Effective Date”) has yet to be determined. A copy of the Plan, as confirmed by the Bankruptcy Court, a Disclosure Statement describing the Plan and the Confirmation Order are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated herein by reference.

~~PURSUANT~~On TOOctober 7, ~~THE TERMS OF THE PLAN~~2015, ~~ALL~~the OFeffective ~~THE~~date ~~COMPANY’S~~of ~~EXISTING~~the ~~EQUITY~~Plan ~~INTERESTS, CONSISTING~~(the OF“Effective ~~AUTHORIZED~~Date”) ~~AND~~occurred. ~~OUTSTANDING~~On ~~SHARES~~the OFsame ~~COMMON STOCK OF THE COMPANY~~date, ~~WILL~~the BEDebtors ~~DEEMED~~filed ~~CANCELLED~~a Notice ~~UPON~~of ~~THE~~Effective ~~EFFECTIVE~~Date ~~DATE,~~of ~~AND~~the ~~THE~~Plan ~~COMPANY’S~~(the ~~SHAREHOLDERS~~“Notice ~~WILL~~of ~~NOT~~Effective ~~RECEIVE~~Date”) ORwith ~~RETAIN~~the ~~ANY~~Bankruptcy ~~DISTRIBUTION~~Court. ORA ~~OTHER~~copy ~~PROPERTY~~of ONthe ~~ACCOUNT~~Notice OFof ~~THEIR SHARES.~~Effective ASDate OFis ~~THE~~attached ~~DATE~~hereto OFas ~~THE~~Exhibit ~~CONFIRMATION~~99.1 ~~ORDER,~~and ~~THERE~~is ~~WERE~~incorporated ~~100,705,069~~herein ~~SHARES~~by ~~OF THE COMPANY’S COMMON STOCK OUTSTANDING~~reference.

~~Summary~~AS ofA ~~the~~RESULT OF THE PLAN BEING EFFECTIVE, ALL OF THE COMPANY’S EQUITY INTERESTS, CONSISTING OF AUTHORIZED AND OUTSTANDING SHARES OF ~~Plan~~COMMON STOCK OF THE COMPANY, WERE CANCELLED WITHOUT CONSIDERATION AND HAVE NO VALUE.

The ~~following~~Company iswill shortly file a ~~summary~~Form 15 with the Securities and Exchange Commission to provide notice of the ~~material~~suspension ~~terms~~of its reporting obligation under Section 12(g) of the ~~Plan,~~Securities asExchange ~~confirmed~~Act byof 1934 (the ~~Bankruptcy~~“Exchange ~~Court~~Act”). ~~This~~Upon ~~summary~~filing isa ~~qualified~~Form in15, the Company will immediately ~~its~~cease ~~entirety~~filing byany ~~reference~~further toperiodic or current reports under the ~~Plan~~Exchange Act.

~~The~~Item Plan provides for the appointment of a liquidating trustee (the “Liquidating Trustee”) and for the transfer of substantially all of the Debtors’ remaining assets to a liquidating trust (the “Liquidating Trust”)3. ~~The Liquidating Trustee will administer the Plan and the Liquidating Trust~~03. ~~The~~Material ~~Liquidating Trustee~~Modification ~~will also serve as a representative~~ of ~~the~~Rights ~~Debtors’ estates (the “Estates”) for the purpose~~ of ~~liquidating~~Security ~~causes of action belonging to the Estates~~Holders. Among other things, the Liquidating Trustee will (i) liquidate and dissolve the Debtors that remain in existence on and after the Effective Date, (ii) resolve all disputed claims, (iii) make distributions to holders of allowed claims in accordance with the terms of the Plan and (iv) otherwise implement the Plan.

~~The~~Pursuant ~~classes and types of claims and interests in the Debtors are described in the Plan, and terms used herein refer~~ to the ~~terms set forth in the~~ Plan~~. Other than Administrative Claims~~, ~~DIP~~all ~~Facility~~equity ~~Claims and Priority Tax Claims, the claims and~~ interests in the ~~Debtors~~Company ~~are~~(including ~~divided~~outstanding ~~into~~shares ~~ten~~of ~~classes.~~common ~~The Plan generally provides for payment in full~~stock, ~~in cash~~options, ~~to holders~~warrants of Allowed Class 1 Priority Claims and Allowed Class 2 Secured Claims. Holders of Allowed Class 3 SCP Secured Claims are generally entitled to receive, as soon as practicable after the date of a final order entered by the Bankruptcy Courtor ~~determining,~~contractual or another ~~agreement~~rights ~~among specified parties resolving, a dispute regarding whether or not the Debtors may distribute cash~~ to ~~Salus~~acquire ~~Capital~~any ~~Partners,~~equity ~~LLC,~~interests ~~as agent, and other lenders on account~~ of the Company’s 2013 credit agreement, such cash in full satisfaction of such claims. The holder of Allowed Class 4 IRS Claims is generally entitled to receive treatment of such claims pursuant to terms and conditions as (i) ~~may~~ bewere ~~agreed~~cancelled byon the ~~holder~~Effective ~~of such claims or (ii) ordered by the Bankruptcy Court~~Date. ~~Holders of Allowed Class 5 Dark Store Claims will generally receive cash equal to 75% of the amount of~~

2Item 9.01. Financial Statements and Exhibits

such claims. Holders of Allowed Class 6 General Unsecured Claims are generally entitled to distributions of their pro rata share, with Allowed Class 7 2019 Note Claims, of the net distributable assets, as described in the Plan. The Plan generally provides that holders of Allowed Class 7 2019 Note Claims are entitled to receive distributions of their pro rata share, with Allowed Class 6 General Unsecured Claims, of the net distributable assets, as described in the Plan, plus the potential for additional distributions. Holders of Class 8 Intercompany Claims and Class 9 Stock Interests (~~consisting of holders of the Company’s common stock~~d) ~~will~~Exhibits not receive or retain any property under the Plan on account of such claims or interests. The outstanding equity interests of each Debtor other than the Company will remain outstanding and will be cancelled when the existence of such Debtor is terminated in accordance with the Plan. Upon such cancellation, holders of Class 10 Stock Interests in other Debtors will not receive or retain any property under the Plan on account of such interests.

Item 3.03. Material Modification of Rights of Security Holders.


Exhibit Number		Description

99.1		Notice of Effective Date

~~Pursuant~~2 to the Plan, all equity interests in the Company (including outstanding shares of common stock, options, warrants or contractual or other rights to acquire any equity interests of the Company) will be deemed cancelled on the Effective Date.

~~Following~~SIGNATURES the Effective Date, the Company intends to file a Form 15 with the Securities and Exchange Commission to terminate and suspend the reporting requirements related to its common stock under the Securities Exchange Act of 1934.

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits


						RS Legacy Corporation
						(Registrant)

Date: October 8, 2015						/s/ Peter Kravitz
						Peter Kravitz
						Responsible Person

ExhibitNumber		Description
2.1		First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code
2.2		Disclosure Statement Relating to First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code
2.3		Order Confirming First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code

3INDEX TO EXHIBITS

SIGNATURES


Exhibit Number		Description

99.1		Notice of Effective Date

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.

INDEX TO EXHIBITS

ExhibitNumber		Description
2.1		First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code
2.2		Disclosure Statement Relating to First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code
2.3		Order Confirming First Amended Joint Plan of Liquidation of RS Legacy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code

RS Legacy Corporation

(Registrant)

Date: October 6, 2015

/s/ William R. Russum

William R. Russum

Vice President and Controller

Filing Compare · RS Legacy Corp