UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 219, 2016

~~RCS Capital Corporation~~Aretec Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35924	38-3894716
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)
245 Park Ave., 39th Floor
New York, NY		10167
(Address of principal executive offices)		(Zip Code)

245 Park Ave., 39th Floor
New York, NY		10167
(Address of principal executive offices)		(Zip Code)

(212) 672-1602

(Registrant’s telephone number, including area code)

~~Not~~RCS ~~Applicable~~Capital Corporation

(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))

¨Item ~~Soliciting~~1.03. ~~material~~Bankruptcy ~~pursuant~~Or ~~to Rule 14a-12 under the Exchange Act (17 CFR 240~~Receivership.~~14a-12)~~

¨As ~~Pre-commencement~~previously ~~communications~~disclosed ~~pursuant~~on toJanuary 31, ~~Rule~~2016, ~~14d~~RCS Capital Corporation (now known as Aretec Group, Inc.) (the “Company”) and certain of its wholly-2owned subsidiaries (bcollectively with the Company, the “First Wave Debtors”) filed voluntary petitions for reorganization in the United States Bankruptcy Court for the District of Delaware (the “Court”) seeking relief under Chapter 11 of Title 11 of the ~~Exchange~~United ~~Act~~States Code (17the ~~CFR~~“Bankruptcy ~~240~~Code”).~~14d~~ Pursuant to an order entered by the Court, the First Wave Debtors’ Chapter 11 cases were jointly administered for procedural purposes only under the caption In re RCS Capital Corporation, et al., Case No. 16-210223(bMFW). Subsequently, on March 26, 2016, certain of the Company’s other subsidiaries (the “Second Wave Debtors,” and collectively with the First Wave Debtors, the “Debtors”) filed voluntary petitions for reorganization in the Court in a “pre-packaged” Chapter 11 bankruptcy filing. These additional cases became jointly administered for procedural purposes only with the First Wave Debtors’ Chapter 11 cases (together, the “Chapter 11 Cases”) pursuant to an order entered by the Court on March 29, 2016. During the Chapter 11 Cases, the Debtors operated their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

¨Confirmation ~~Pre-commencement~~of ~~communications~~Plans ~~pursuant~~of toReorganization ~~Rule~~and Consummation ~~13e-4(c)~~of ~~under~~Transactions ~~the~~Described ~~Exchange~~in ~~Act~~the ~~(17~~Plans ~~CFR 240.13e-4(c))~~

~~Item~~On 7May 19, 2016 (the “Confirmation Date”), the Court entered an order (the “Confirmation Order”): (i) confirming (a) the Fourth Amended Joint Plan of Reorganization for RCS Capital Corporation and its Affiliated Debtors under Chapter 11 of the Bankruptcy Code, dated May 10, 2016 (the “RCS Plan”), and (b) the Debtors’ Second Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated May 10, 2016 (the “Prepackaged Plan,” and together with the RCS Plan, the “Plans”), filed by the Second Wave Debtors; and (ii) approving the Second Wave Debtors’ solicitation and disclosure statement for the Prepackaged Plan.01 A copy of the Confirmation Order is attached hereto as Exhibit 99.1 ~~Regulation~~and FDcopies ~~Disclosure~~of the confirmed RCS Plan and Prepackaged Plan are attached to the Confirmation Order as Exhibits A and B, respectively.

AsOn ~~previously disclosed on a Current Report on Form 8-K filed on February~~May 123, 2016 ~~with the Securities and Exchange Commission~~ (~~“SEC”), on January 31, 2016, RCS Capital Corporation (~~the “~~Company~~Effective Date”) ~~and certain of its wholly-owned subsidiaries (collectively with the Company~~, the ~~“First Wave~~ Debtors~~”) filed~~ ~~voluntary~~consummated ~~petitions~~the ~~for~~transactions ~~reorganization~~described in the ~~United~~Plans ~~States~~and ~~Bankruptcy Court for~~ the ~~District of Delaware (the “Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy~~ ~~Code”). The~~ Company’s ~~Chapter~~emerged 11from ~~cases~~bankruptcy ~~are~~as ~~being~~a ~~jointly~~privately-held ~~administered~~corporation. ~~for~~Pursuant ~~procedural~~to ~~purposes only under~~ the ~~caption In re RCS Capital Corporation~~Plans, eton ~~al., Case No. 16-10223(MFW) (together,~~ the ~~“Chapter~~Effective ~~11 Cases”). In addition~~Date, ~~certain~~all of the ~~Company’s other subsidiaries (collectively with the First Wave Debtors, the “Debtors”) filed voluntary petitions for reorganization in the Court in a subsequent “pre~~previously-~~pack”~~issued ~~Chapter~~common 11and ~~bankruptcy~~preferred ~~filing~~stock ~~on March 26, 2016. The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction~~ of the ~~Court~~Company ~~and~~was indeemed ~~accordance~~discharged, ~~with~~cancelled ~~the applicable provisions of the Bankruptcy Code~~ and ~~orders of the Court~~extinguished.

OnThe ~~May 2,~~following ~~2016,~~is ~~the~~a ~~First~~summary ~~Wave~~of ~~Debtors~~certain ~~filed~~material ~~their~~provisions ~~monthly~~of ~~operating~~the ~~report~~Plans, ~~for~~as confirmed by the Court pursuant to the Confirmation Order. This ~~month~~summary ~~ended~~is ~~March 31~~not intended to be a complete description of the Plans, ~~2016~~and (it is qualified in its entirety by reference to the ~~“Monthly~~full ~~Operating~~text ~~Report”)~~of ~~with~~the Plans, the ~~Court~~definitive documents implementing the Plans and the Confirmation Order. ~~The~~Each ~~Monthly~~capitalized ~~Operating~~term ~~Report~~used but isnot ~~furnished~~defined asherein ~~Exhibit~~shall ~~99.1~~have the meaning ascribed to ~~this~~it ~~Current~~in ~~Report~~the onRCS ~~Form~~Plan ~~8-K~~or Prepackaged Plan, as applicable.

~~The~~Material ~~information~~Features ~~furnished under this Item 7.01~~ of ~~this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for~~ the ~~purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01,~~Plans 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.

~~Cautionary~~On ~~Statement~~the ~~Regarding~~Effective ~~Monthly~~Date, ~~Operating~~the ~~Report~~Debtors consummated a financial restructuring of their prepetition indebtedness in accordance with the Plans, which included, among other provisions, the following:

~~The~~All ~~Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose~~ of ~~providing~~ the ~~basis~~previously-issued ~~for~~common ~~an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period~~ and ~~has~~preferred ~~been~~stock ~~prepared solely for the purpose~~ of ~~complying with~~ the ~~monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The~~ Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was ~~not audited or reviewed by~~ ~~independent~~deemed ~~accountants~~discharged, ~~was~~cancelled ~~not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws,~~ and ~~is subject to future adjustment (which may be material) and reconciliation~~extinguished. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~The~~Each ~~Company~~prepetition ~~also~~first ~~cautions~~lien ~~that~~secured ~~trading~~lender inis ~~its~~entitled ~~securities~~to ~~during~~receive ~~the~~its ~~pendency~~pro ofrata ~~the~~share ~~Chapter~~of 3,875,000 11shares ~~Cases~~of isa ~~highly~~single ~~speculative~~class ~~and~~of ~~poses substantial~~new ~~risks.~~common ~~With~~stock ~~respect~~of to the ~~creditors~~Company, ~~that~~par ~~have~~value ~~voted~~$0.001 onper ~~the~~share ~~Joint Plan of Reorganization~~ (the “~~Plan~~New Common Stock”), ~~currently~~on ~~proposed~~account byof ~~the~~$50 ~~Company~~million, in ~~the Chapter 11 Cases~~aggregate, ~~such creditors holding 100%~~ of the ~~Company’s~~ allowed first ~~and second~~ lien secured ~~debt~~claims, and ~~96.98%~~its inpro ~~principal~~rata share ~~amount and substantially in excess~~ of a$500 ~~majority~~million in ~~number~~principal amount of ~~the Company’s unsecured~~ debt ~~have~~under ~~voted~~a innew ~~favor~~fully-committed ofsecond ~~the~~lien ~~Plan.~~secured Ifterm ~~the~~facility ~~Plan~~on isaccount ~~consummated,~~of the ~~Company’s~~remainder ~~Class A common stock will be extinguished and the holders~~ of ~~the~~its ~~Class A~~first ~~common~~lien ~~stock~~secured ~~will not receive any consideration~~claims.

~~Forward-Looking~~Each ~~Statements~~prepetition second lien secured lender is entitled to receive its pro rata share of 3,875,000 shares of the New Common Stock on account of $50 million, in aggregate, of the allowed second lien secured claims and, on account of the remaining second lien deficiency claims, participate in the unsecured claims distribution from a creditor trust (the “Creditor Trust”), other than the Creditor Assets (as defined below) and the first $30 million of proceeds of certain litigation claims and causes of action (the “Litigation Assets”) which were contributed to the Creditor Trust.

Information set forth in this Current Report on Form 8-K contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect the Company’s expectations regarding future events. The ~~forward-looking~~lenders ~~statements involve a number of risks, uncertainties~~ and ~~other~~backstop ~~factors~~parties ~~that~~under ~~could cause actual results to differ materially from those contained in~~ the ~~forward-looking statements. Such forward-looking statements include, but are not limited to, the~~ Company’s ~~ability~~new tocredit ~~consummate~~facilities ~~the~~will ~~Plan. Additional factors that may affect future results are contained in the Company’s filings with~~receive ~~the SEC~~1,750,000 ~~which~~shares ~~are~~of ~~available at~~ the ~~SEC’s~~New ~~website~~Common ~~at www~~Stock.~~sec.gov.~~ ~~The Company disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.~~

~~Item~~The 9Creditor Trust was established for the benefit of holders of allowed unsecured claims against the First Wave Debtors, funded with $15 million in cash, a warrant for 1,111,111 shares of the New Common Stock at an exercise price of $34.~~01.~~84 ~~Financial~~per ~~Statements~~share (subject to adjustment as provided in the Warrant Certificate) (the cash and ~~Exhibits~~warrant, collectively, the “Creditor Assets”), and the Litigation Assets.

~~(d)~~Holders ~~Exhibits~~of allowed general unsecured claims against the First Wave Debtors will receive the applicable series of Class A Units of the Creditor Trust corresponding to the First Wave Debtor as to which the holders’ claim is allowed, while each prepetition second lien secured lender will receive its pro rata share of Class B Units of the Creditor Trust on account of its second lien deficiency claims.

Exhibit No.		Exhibit Description
99.1		Monthly Operating Report for the month ended March 31, 2016.

All general unsecured claims against the Second Wave Debtors are unimpaired under the Prepackaged Plan, except to the extent that a holder of such a claim agrees in writing to less favorable treatment.

~~SIGNATURES~~Executory Contracts and Unexpired Leases

Pursuant to ~~the~~sections ~~requirements~~365(a) and 1123(b) of the ~~Securities~~Bankruptcy ~~Exchange~~Code, ~~Act~~all Executory Contracts and Unexpired Leases have been deemed assumed as of ~~1934~~the Effective Date, ~~the~~other ~~registrant~~than ~~has~~any ~~duly~~Executory ~~caused~~Contract ~~this~~or ~~report~~Unexpired Lease that has been rejected pursuant to bean ~~signed~~order onof ~~its~~the ~~behalf~~Court byentered prior to the ~~undersigned~~Effective Date or is specifically designated as an Executory Contract or Unexpired Lease rejected as ~~hereunto~~of ~~duly~~the ~~authorized~~Effective Date on the “Amended Schedule of Rejected Contracts and Unexpired Leases” included in the Plan Supplement.

Share Information

Prior to the Effective Date, the Company was authorized to issue 300,000,000 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and 100,000,000 shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of which approximately 91,946,902 shares of Class A Common Stock and one share of Class B common stock were outstanding as of November 13, 2015. The Company was also authorized to issue 100,000,000 shares of 11% Series B preferred stock, par value $0.001 per share (the “Series B Preferred Stock”), 100,000,000 shares of 7% Series C convertible preferred stock, par value $0.001 per share (the “Series C Preferred Stock”), 100,000,000 shares of 11% Series D-1 preferred stock, $0.001 per share (the “Series D-1 Preferred Stock”), and 100,000,000 shares of 11% series D-2 preferred stock, par value $0.001 per share (the “Series D-1 Preferred Stock”), of which 5,800,000 shares of Series B Preferred Stock, 4,400,000 shares of Series C Preferred Stock, 1,000,000 shares of Series D-1 Preferred Stock and 500,000 shares of Series D-2 Preferred Stock were outstanding prior to the Effective Date.

On the Effective Date, all of the previously-issued common and preferred stock of the Company was deemed discharged, cancelled and extinguished.

On the Effective Date, the Company was authorized to issue 13,600,000 shares of New Common Stock and 5,000,000 shares of preferred stock, par value $0.001 per share (the “New Preferred Stock”). Pursuant to the Plan, on the Effective Date, the Company issued 9,500,000 shares of New Common Stock. No shares of New Preferred Stock are outstanding.

Assets and Liabilities

In its most recent monthly operating report filed with the Court on May 2, 2016 (the “Monthly Operating Report”), the Company reported total assets of $1,325,179 and total liabilities of $836,677 as of March 31, 2016. The Monthly Operating Report was filed as Exhibit 99.1 to a Current Report on Form 8-K filed on May 4, 2016 with the Securities and Exchange Commission (the “SEC”).

Periodic Reporting

The Company intends to file a Form 15 with the SEC to provide notice of the suspension of its reporting obligation under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic reports under the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Exhibit Description
99.1		(I) Order Approving the Cetera Debtors’ Solicitation and Disclosure Statement and (II) Findings of Fact, Conclusions of Law and Order Confirming the (A) Fourth Amended Joint Plan of Reorganization for RCS Capital Corporation and its Affiliated Debtors under Chapter 11 of the Bankruptcy Code and (B) Debtors’ Second Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. Copies of (i) the Fourth Amended Joint Plan of Reorganization for RCS Capital Corporation and its Affiliated Debtors under Chapter 11 of the Bankruptcy Code and (ii) the Debtors’ Second Amended Joint Prepackaged Plan of Reorganization Under Chapter 11 of the Bankruptcy Code are attached as Exhibits A and B, respectively.

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.


	Aretec Group, Inc.


Date: May 25, 2016	By:	/s/ David Orlofsky

	Name:	David Orlofsky
	Title:	Chief Restructuring Officer and Interim Chief Financial Officer

RCS Capital Corporation

Date: May 4, 2016

/s/ Bradley E. Scher

Bradley E. Scher

Chief Executive Officer

Filing Compare · RCS Capital Corp