Current Report Filing (8-k)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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FORM 8-K

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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

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Investors Capital Holdings, Ltd.
 (Exact name of registrant as specified in its charter)

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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:  [phone]

Not Applicable
(Former name or former address, if changed since last report)

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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))

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Item 5.07  Submission of Matters to a Vote of Security Holders.

On July 8, 2014, we held a Special Meeting of Stockholders, referred to as the “special meeting”. At the special meeting, our stockholders voted to adopt 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 RCS Capital Corporation, or “RCAP”, a Delaware corporation, Zoe Acquisition, LLC, or “Merger Sub”, a Delaware limited liability company and a wholly-owned subsidiary of RCAP, and Investors Capital Holdings, Ltd., or “ICH”, a Delaware corporation, and approve the transactions contemplated by the merger agreement, including the merger of ICH with and into Merger Sub, with Merger Sub surviving the merger and continuing as a subsidiary of RCAP under the name “Investors Capital Holdings, LLC”, referred to as the “merger”.  In addition, the stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to ICH’s named executive officers in connection with the merger, and approved the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement, and approve the transactions contemplated by the merger agreement, including the merger. The following table reflects the results of the special meeting:

Proposal to adopt 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 RCS Capital Corporation, or “RCAP”, a Delaware corporation, Zoe Acquisition, LLC, or “Merger Sub”, a Delaware limited liability company and a wholly owned subsidiary of RCAP, and Investors Capital Holdings, Ltd., or “ICH”, a Delaware corporation, and approve the transactions contemplated by the merger agreement, including the merger of ICH with and into Merger Sub with Merger Sub surviving the merger and continuing as a subsidiary of RCAP under the name “Investors Capital Holdings, LLC”, referred to as the “merger”:

SHARES VOTED		SHARES VOTED FOR		SHARES VOTED AGAINST		ABSTAIN		BROKER NON-VOTES
3,680,339		3,612,486		39,715		28,138		--

Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to ICH’s named executive officers in connection with the merger:

SHARES VOTED		SHARES VOTED FOR		SHARES VOTED AGAINST		ABSTAIN		BROKER NON-VOTES
3,680,339		3,546,886		67,994		65,459		--

Proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement and approve the transactions contemplated by the merger agreement, including the merger:

SHARES VOTED		SHARES VOTED FOR		SHARES VOTED AGAINST		ABSTAIN		BROKER NON-VOTES
3,680,339		3,598,684		60,539		21,116		--

Adjournment of the special meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the special meeting to approve the adoption of the merger agreement. No other business properly came before the special meeting.

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Item 8.01 Other Events.

On July 8, 2014, ICH issued a press release announcing the results of the special meeting, 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
99.1		Press Release, dated July 8, 2014, issued by Investors Capital Holdings, Ltd.

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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	/s/ Timothy B. Murphy
	Name: Timothy B. Murphy
	Title:   President and Chief Executive Officer

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Exhibit 99.1

ICH Stockholders Approve Merger Agreement with RCAP

LYNNFIELD, Mass.--(BUSINESS WIRE)--July 8, 2014--Investors Capital Holdings, Ltd. (NYSE MKT: ICH, or “ICH”), a Delaware corporation, announced that, at a special meeting held today (the “Special Meeting”), ICH stockholders adopted the Agreement and Plan of Merger, dated as of October 27, 2013, as amended as of February 28, 2014 (the “Merger Agreement”), by and among RCS Capital Corporation (NYSE: RCAP, or “RCAP”), a Delaware corporation, Zoe Acquisition, LLC (“Merger Sub”), a Delaware limited liability company and a wholly-owned subsidiary of RCAP, and ICH, and approved the transactions contemplated by the Merger Agreement, including the merger of ICH with and into Merger Sub, with Merger Sub surviving the merger and continuing as a subsidiary of RCAP under the name “Investors Capital Holdings, LLC” (the “Merger”).

Stockholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to ICH’s named executive officers in connection with the Merger.

The Merger is expected to be effective on July 11, 2014.

About ICH

ICH is a diversified financial services holding company that operates primarily through its independent broker/dealer and investment advisor subsidiary, Investors Capital Corporation. Its mission is to provide premier, 5-Star Service and support to its valued registered representatives, including customizable advisory programs, proven practice management and marketing services, and time-saving technology to help them grow their businesses and exceed their clients’ expectations. Business units include Investors Capital Corporation, ICC Insurance Agency, Inc., Investors Capital Holdings Securities Corporation, and Advisor Direct, Inc. For more information, please call [phone] x4814 or visit www.investorscapital.com.

ICH Safe Harbor and Forward Looking Statements

Information set forth herein contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ICH’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that 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 satisfaction of the conditions to the consummation of the proposed transaction. It is important to note that ICH’s goals and expectations are not predictions of actual performance. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks uncertainties and other factors. Additional factors that may affect future results are contained in ICH’s filings with the SEC, which are available at the SEC’s website at www.sec.gov. Further, forward-looking statements speak only as of the date they are made, and ICH undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

CONTACT:
Investors Capital Holdings, Ltd.
Robert Foney, 781-477-4814
Chief Marketing Officer
[e-mail]
www.investorscapital.com