UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 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 reported): ~~1934~~March 17, 2014

~~Date~~Summit ofFinancial ~~Report~~Services ~~(Date of earliest event reported) March 10~~Group, ~~2014~~ Inc.

SUMMIT FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Florida		333-108818		05-0577932
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

595 South Federal Highway Suite 500 Boca Raton, Florida		33432
595 South Federal Highway, Suite 500 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip ~~code~~Code)

~~Registrant’s telephone number, including area code~~ (561) 338-2800

(Registrant’s telephone number, including area code)

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 filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	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 21.0201. ~~Results~~Entry ofInto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

OnFirst ~~March 4,~~Amendment ~~2014,~~to ~~Summit~~Agreement ~~Financial~~and ~~Services Group,~~Plan ~~Inc.~~of (“Summit”) issued a press release announcing its financial results for the year ended December 31, 2013. The provision for income taxes set forth in the release was incorrectly stated. Accordingly, a revised press release was issued on March 10, 2014, which supersedes the prior release with the corrected information regarding Summit’s 2013 year end results. The revised press release is attached hereto as Exhibit 99.1. Merger

~~The~~On ~~information~~March ~~furnished~~17, ~~under~~2014, RCS ~~this~~Capital ~~Item 2.02~~Corporation of(the ~~this~~“Company”), ~~Current~~Dolphin ~~Report~~Acquisition, onLLC, ~~Form~~a ~~8-K,~~wholly ~~including~~owned ~~Exhibit~~subsidiary ~~99.1~~of the Company (“Merger Sub”), ~~shall~~and ~~not~~Summit beFinancial ~~deemed~~Services toGroup, beInc. (“~~filed~~Summit”), entered ~~for~~into ~~the~~a ~~purposes~~First ofAmendment ~~Section 18~~to ofAgreement ~~the~~and ~~Securities~~Plan ~~Exchange Act~~ of ~~1934~~Merger (the “~~Exchange Act~~Amendment”), asamending ~~amended,~~that orcertain ~~otherwise~~Agreement and ~~subject~~Plan toof ~~the~~Merger, ~~liabilities~~dated as of ~~that~~November ~~Section.~~16, ~~The~~2013, ~~information~~among inthe ~~this Item 2.02~~Company, ~~including~~Summit ~~Exhibit~~and ~~99.1,~~Merger ~~shall~~Sub ~~not~~(the “Merger Agreement”), bepursuant ~~deemed~~to ~~incorporated~~which bySummit ~~reference~~was to merge with and into ~~any~~Merger ~~filing~~Sub, ~~under~~with ~~the~~Summit ~~Securities~~ceasing ~~Act~~to ofexist ~~1933,~~and asMerger ~~amended,~~Sub orsurviving the ~~Exchange~~merger and ~~Act~~continuing ~~regardless~~as ofa ~~any~~subsidiary ~~general~~of ~~incorporation~~the ~~language~~Company in(the ~~such filing~~“Merger”).

~~Summit~~The ~~previously~~Amendment, ~~announced~~among ~~and~~other ~~filed a Form 8-K on November 18~~things, ~~2013,~~provides ~~that~~for ~~it had entered into an agreement and plan of merger (~~the “Merger Agreement”) with RCS Capital Corporation (“RCS”) and Dolphin Acquisition, LLC (“Merger Sub”), a newly formed wholly-owned subsidiary of RCS. ALTHOUGH NO ASSURANCE CAN BE GIVEN, THE MERGER IS EXPECTED TO CLOSE DURING THE SECOND QUARTER OF 2014. following:

~~Forward-Looking~~· ~~Statements~~That the structure of the Merger will be changed such that Merger Sub will merge with and into Summit, with Summit surviving the Merger as a subsidiary of the Company;

~~Information~~· ~~set~~That ~~forth~~the incontingent ~~this~~value ~~Current~~rights ~~Report on Form 8-K~~ (~~including information furnished, included or incorporated by reference herein) contains~~ “~~forward-looking statements~~CVRs” ~~(as defined in the Private Securities Litigation Reform Act of 1995, as amended~~) ~~which~~issuable ~~are~~by ~~made pursuant to~~ the ~~safe-harbor~~Company ~~provisions~~under ~~of Section 21E of~~ the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act of 1934, as amended, which reflect Summit’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties~~ (and ~~other~~the ~~factors~~related ~~that~~CVR ~~could~~agreement ~~cause actual results~~ to ~~differ~~be ~~materially~~entered ~~from~~into ~~those~~by ~~contained in~~ the ~~forward-looking~~ ~~statements.~~Company ~~Such~~at ~~forward-looking statements include, but are not limited to, whether and when~~ the ~~transactions~~effective ~~contemplated~~time byof the Merger) ~~Agreement~~ will be consummated, plans for the operations of RCS and Merger Sub post-closing, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to RCS, Summit and Merger Sub post-closing, including regarding future dividends and market valuations, and other statements that are not historical facts, investor confidence and the performance of the securities markets, and the availability of suitable financial advisor candidates for Summit’s recruitment. eliminated;

~~The~~· ~~following~~That ~~additional~~the ~~factors,~~consideration ~~among~~that ~~others,~~was ~~could~~otherwise ~~cause~~payable ~~actual~~in ~~results~~respect toof ~~differ~~the ~~from~~CVRs ~~those~~(as adjusted as set forth in the ~~forward-looking~~Amendment, ~~statements:~~referred ~~the ability~~ to ~~obtain~~therein ~~requisite~~as ~~approvals for~~ the ~~merger,~~“Final ~~including,~~Additional ~~among~~Cash ~~other~~Amount”) ~~things,~~will ~~Summit~~no ~~shareholder~~longer ~~approval~~be ~~and~~tied ~~regulatory~~to ~~approval of~~ the ~~change~~achievement inby ~~control~~Summit of ~~Summit’s~~certain ~~FINRA~~agreed-~~regulated~~upon ~~broker-dealer~~performance ~~subsidiary; market volatility; unexpected costs or unexpected liabilities that may arise from the merger~~targets, ~~whether~~but orwill ~~not~~instead ~~consummated;~~be ~~the~~paid ~~inability~~at ~~to retain key personnel;~~ the ~~deterioration~~effective time of ~~market conditions; and future regulatory or legislative actions that could adversely affect~~ the ~~parties to the~~ Merger ~~Agreement.~~together ~~Additional factors that may affect future results are contained in Summit’s filings~~ with the ~~SEC,~~balance ~~which~~of ~~are available at~~ the ~~SEC’s~~merger ~~website at www.sec.gov. Summit disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.~~ consideration;

~~Important~~· ~~Additional~~That ~~Information~~the ~~Filed~~price ~~With~~per share of Class A common stock of the ~~SEC~~Company used to determine the number of shares of Class A common stock of the Company to be issued in the Merger will be capped at $28.00; and

~~RCS~~· ~~plans~~Extending ~~to file with~~ the ~~SEC~~date aafter ~~Registration~~which ~~Statement~~the onparties ~~Form~~may ~~S-4~~terminate ~~in connection with~~ the ~~proposed~~Merger ~~transaction~~Agreement ~~and~~(referred ~~Summit plans~~ to ~~file~~as ~~with~~ the ~~SEC~~ ~~and mail to their respective shareholders a proxy statement in connection with the proposed transaction, which will be included in RCS’s Registration Statement on Form S-4 (the~~ “~~Proxy~~outside ~~Statement/Prospectus~~date”). ~~THE COMPANY’S~~from ~~ANNUAL~~May REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013, THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT SUMMIT, RCS, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE, INCLUDING THE RISKS ASSOCIATED WITH THE MERGER, SUCH AS CERTAIN LIMITATIONS ON THE MANNER IN WHICH WE CAN CONDUCT OUR BUSINESS UNTIL THE CLOSING, THE LIKELIHOOD OF A SIGNIFICANT DROP IN THE PRICE OF OUR STOCK IF THE MERGER DOES NOT CLOSE, AND A MAY 30, 2014 ~~DEADLINE TO CLOSE UNLESS CERTAIN CONDITIONS HAVE BEEN MET AND/OR WAIVED BY THE APPROPRIATE PARTY. THERE CAN BE NO ASSURANCE THAT EITHER PARTY WILL GRANT SUCH WAIVER~~(S)or INJuly ~~THE~~31, ~~EVENT~~2014 ~~ALL~~if OFthe ~~THE~~only ~~CONDITIONS~~remaining ~~REQUIRED~~condition TOis BEreceipt ~~MET AS OF MAY 30 HAVE NOT BEEN MET. Investors and security holders will be able to obtain free copies~~ of ~~the~~FINRA ~~Registration Statement~~approval ~~and the Proxy Statement/Prospectus and other documents filed with the SEC by Summit and RCS~~ in connection with the ~~proposed~~Merger) ~~transaction through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able~~ to ~~obtain~~June ~~free copies of the Registration Statement and the Proxy Statement/Prospectus and such other documents by phone~~30, ~~e-mail~~2014 (or ~~written~~August ~~request~~31, by2014 ~~contacting~~if the ~~investor~~only ~~relations~~remaining ~~department~~condition ofis ~~Summit~~receipt orof ~~RCS~~FINRA asapproval ~~follows: Summit;~~in ~~Steven~~connection C.with ~~Jacobs,~~the ~~CFO, Summit Financial Services Group, Inc., sjacobs@summitbrokerage.com, Phone: (561~~Merger) ~~338-2800; and RCS: Brian Jones, CFO, RCS Capital Corporation, bjones@rcscapital~~.~~com, Phone: (866) 904-2988.~~

~~Participants~~The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the ~~Solicitation~~full text of the Amendment, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Summit, RCS and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. Information regarding Summit’s directors and executive officers is contained in Summit’s Form 10Forward-KLooking ~~for~~Statements the year ended December 31, 2012 and proxy statement dated October 8, 2012, which are filed with the SEC. Information regarding RCS’s directors and executive officers is contained in RCS’s prospectus filed with the SEC pursuant to Rule 424(b) (4) under the Securities Act of 1933, as amended, on June 6, 2013. A more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus to be filed with the SEC

~~Item~~Information set forth in this Current Report on Form 8-K (including information furnished, included or incorporated by reference herein) contains “forward-looking statements” (as defined in Section 21E of the Exchange Act), which reflect Summit’s expectations regarding future events.01 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. ~~Other~~Such ~~Events~~forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the Merger Agreement, as amended, will be consummated, plans for the operations of Summit following the completion of the Merger, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to Summit, following the completion of the Merger, including regarding future dividends and market valuations, and other statements that are not historical facts.

The ~~information~~following additional factors, among others, could cause actual results to differ from those set forth ~~under~~in ~~Item 2.02~~the forward-looking statements: the ability to obtain requisite approvals for the Merger and other pending acquisitions of ~~this~~the ~~Current~~Company, ~~Report~~including, onamong ~~Form~~other 8things, Summit shareholder approval and approval of certain changes in control of Summit’s FINRA-Kregulated isbroker-dealer businesses; market ~~hereby~~volatility; ~~included~~unexpected bycosts ~~reference~~or unexpected liabilities that may arise from the Merger and the other pending acquisitions of the Company, whether or not consummated; the inability to retain key personnel; the deterioration of market conditions; and future regulatory, self-regulatory or legislative actions that could adversely affect the parties to the Merger Agreement. Additional factors that may affect future results are contained in ~~this~~Summit’s ~~Item 8~~filings with the SEC, which are available at the SEC’s website at www.01sec.gov. Summit disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

~~Item~~No ~~9.01.~~Offer ~~Financial~~to ~~Statements~~Sell ~~and~~or ~~Exhibits.~~Solicitation of an Offer to Buy Securities

~~(d)~~The ~~Exhibits~~information set forth herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or Summit in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ExhibitNo.		Item
99.1		Press Release dated March 10, 2014.

Important Additional Information Filed With the SEC

~~SIGNATURES~~The Company plans to file with the SEC a Registration Statement on Form S-4 in connection with the Merger and the registration with the SEC of the shares of Class A common stock of the Company to be issued in the Merger, and Summit plans to mail to its shareholders a proxy statement/prospectus in connection with the Merger, which will be included in and form part of part of the Company’s Registration Statement on Form S-4 (the “Proxy Statement/Prospectus”). THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/ PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SUMMIT, THE MERGER TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE. Investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by the Company and Summit in connection with the Merger through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and such other documents by phone, e-mail or written request by contacting the investor relations department of the Company or Summit as follows:

~~Pursuant~~The ~~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.~~ Company:

Brian Jones, CFO

RCS Capital Corporation

bjones@rcscapital.com

Phone: (866) 904-2988

Summit:

Steven C. Jacobs, CFO

Summit Financial Services Group, Inc.

sjacobs@summitbrokerage.com

Phone: (561) 338-2800

Participants in the Solicitation

The Company, Summit and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which is filed with the SEC. Information regarding Summit’s directors and executive officers is contained in Summit’s Form 10-K for the year ended December 31, 2012 and proxy statement dated October 8, 2012, which are filed with the SEC. A more complete description will be available in the Registration Statement and the Proxy Statement/Prospectus to be filed with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

2.1*		First Amendment to Agreement and Plan of Merger, dated as of March 17, 2014, by and among RCS Capital Corporation, Dolphin Acquisition, LLC and Summit Financial Services Group, Inc.


______
*		Pursuant to Item 601(b)(2) of Regulation S-K, the Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request

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.

	Summit Financial Services Group, Inc.


Date: March 17, 2014	By:	/s/ Marshall T. Leeds
	Name:	Marshall T. Leeds
	Title:	Chairman and Chief Executive Officer

SUMMIT FINANCIAL SERVICES GROUP, INC.

(Registrant)

Date: March 10, 2014

/s/ Marshall T. Leeds

Marshall T. Leeds

Chairman and Chief Executive Officer

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