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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~September 28, 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~~	751-~~1047710~~5571	75-1047710
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
of incorporation)		Identification No.)

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

300 RadioShack Circle, Mail Stop CF3-203, Fort Worth, Texas 76102

(Address of principal executive offices) (Zip Code)

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

______________________________________________

(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:

o¨ Written communications pursuant to Rule 425 under the Securities Act o Soliciting material pursuant to Rule 14a-12 under the Exchange Act o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

~~Item~~¨ ~~7.01~~Pre-commencement ~~Regulation~~communications FDpursuant ~~Disclosure~~to Rule 14d-2(b) under the Exchange Act

As¨ ~~previously~~Pre-commencement ~~reported,~~communications onpursuant ~~February~~to 5,Rule ~~2015, RS Legacy Corporation~~ 13e-4(~~the “Company”~~c) ~~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~~Exchange States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “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 Court. The Chapter 11 Cases are being jointly administered by the Court under In re RS LEGACY CORPORATION, et al. (Case No. 15-10197).Act

OnItem ~~September 28, 2015, the Debtors filed their monthly operating report for the period of August 2, 2015 through August 29, 2015 (the “Monthly Operating Report”) with the Court~~1. ~~The Monthly Operating Report is furnished as Exhibit 99~~03.1 toBankruptcy ~~this~~or ~~Current Report on Form 8-K and is incorporated herein by reference~~Receivership.

~~The~~As ~~information~~previously ~~contained~~disclosed, inon ~~this~~February 5, ~~Current~~2015, ~~Report~~RS Legacy onCorporation ~~Form~~(the ~~8-K~~“Company”) ~~shall~~and ~~not~~its bedirect ~~deemed~~and indirect domestic subsidiaries (together with the Company, the “~~filed~~Debtors”) filed voluntary petitions for ~~purposes~~relief of(the ~~Section~~“Chapter 1811 ofCases”) ~~the~~under ~~Securities~~chapter ~~Exchange~~11 ~~Act~~of title 11 of ~~1934~~the United States Code (the “~~Exchange~~Bankruptcy ~~Act~~Code”) orin ~~otherwise~~the ~~subject~~United toStates Bankruptcy Court for the ~~liabilities~~District of ~~that~~Delaware ~~section,~~(the ~~nor~~“Bankruptcy ~~shall~~Court”). itThe beDebtors ~~deemed~~are ~~incorporated~~continuing byin ~~reference~~possession of their properties and are managing their businesses, as debtors in ~~any~~possession, ~~filing~~in ~~under~~accordance with the ~~Securities~~applicable ~~Act~~provisions of ~~1933~~the orBankruptcy Code and orders of the ~~Exchange~~Bankruptcy ~~Act,~~Court. ~~except~~The asChapter ~~shall~~11 beCases ~~expressly~~are ~~set~~being ~~forth~~jointly administered by ~~specific~~the ~~reference~~Bankruptcy inCourt ~~such~~under aIn ~~filing~~re RS LEGACY CORPORATION, et al. (Case No. 15-10197).

~~Cautionary~~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 ~~Regarding~~describing ~~Monthly~~the ~~Operating~~Plan ~~Report~~and the Confirmation Order are attached hereto as Exhibits 2.1, 2.2 and 2.3, respectively, and are incorporated herein by reference.

~~The~~PURSUANT ~~Company~~TO ~~cautions~~THE ~~investors~~TERMS ~~and~~OF ~~potential~~THE ~~investors~~PLAN, ~~not~~ALL toOF ~~place~~THE ~~undue~~COMPANY’S ~~reliance~~EXISTING ~~upon~~EQUITY ~~the information contained in the Monthly Operating Report~~INTERESTS, CONSISTING ~~which~~OF ~~was~~AUTHORIZED ~~not~~AND ~~prepared~~OUTSTANDING ~~for~~SHARES ~~the~~OF ~~purpose~~COMMON ofSTOCK ~~providing~~OF ~~the~~THE ~~basis~~COMPANY, ~~for~~WILL anBE ~~investment~~DEEMED ~~decision~~CANCELLED ~~relating~~UPON toTHE ~~any~~EFFECTIVE ~~of the securities of the Company. The Monthly Operating Report is limited in scope~~DATE, ~~covers~~AND aTHE ~~limited time period and has been 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.~~COMPANY’S. ~~Trustee.~~SHAREHOLDERS ~~The~~WILL ~~Company~~NOT isRECEIVE ~~not~~OR ~~required~~RETAIN toANY ~~publicly~~DISTRIBUTION ~~update~~OR ~~the~~OTHER ~~Monthly~~PROPERTY ~~Operating~~ON ~~Report~~ACCOUNT toOF ~~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~~THEIR SHARES. ~~The~~AS ~~Monthly~~OF ~~Operating~~THE ~~Report~~DATE ~~was~~OF ~~not~~THE ~~audited~~CONFIRMATION ~~or reviewed by independent accountants~~ORDER, ~~was~~THERE ~~not~~WERE ~~prepared in accordance with generally accepted accounting principles in the United States~~100, ~~is in a format prescribed by applicable bankruptcy laws~~705,069 ~~and~~SHARES isOF ~~subject~~THE ~~to future adjustment (which may be material) and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company~~COMPANY’sS ~~securities,~~COMMON ~~the~~STOCK ~~Monthly Operating Report is complete~~OUTSTANDING. 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.

~~Cautionary~~Summary ~~Statement~~of ~~Regarding~~the Plan ~~Forward Looking Statements~~

This document contains forward-looking statements, as referenced in the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they include words like “anticipate” “believe,” “estimate,” “expect,” “intend,” “project,” “guidance,” “plan,” “outlook” and other words with similar meaning. The ~~Company~~following ~~specifically~~is disclaims any duty to update any of the information set forth in this document, including any forward-looking statements. These statements are based on management’s current expectations and assumptions, and as such involve a ~~number~~summary of ~~risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated, both in connection with~~ the ~~Chapter~~material 11terms Cases and the Company’s business and financial prospects. The Company’s management believes its judgments about these possible future events are reasonable, but actual results may differ materially due to a variety of ~~important factors. Among other items, such factors might include~~ the Company’s ability to obtain Court approval with respect to motions in the Chapter 11 Cases and develop and consummate one or more plans of liquidation or reorganization with respect to the Chapter 11 Cases; the effects of the bankruptcy filing on the Company and the interests of various creditorsPlan, ~~equity~~as ~~holders~~confirmed ~~and~~by ~~other constituents; Court rulings in~~ the ~~Chapter~~Bankruptcy 11 Cases and the outcome of the cases in general; and risks associated with third-party motions in the Chapter 11 Cases, which may interfere with the Company’s ability to develop and consummate one or more plans of liquidation or reorganization once such plans are developedCourt. ~~Additional~~This ~~information~~summary ~~regarding these and other factors~~ is ~~included~~qualified in ~~the Company’s filings with the SEC, including~~ its ~~most~~entirety ~~recent~~by ~~Annual~~reference ~~Report~~to ~~on Form 10-K for~~ the ~~year ended December 31, 2013 and Quarterly Reports on Form 10-Q~~Plan.

The 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”). The Liquidating Trustee will administer the Plan and the Liquidating Trust. The Liquidating Trustee will also serve as a representative of the Debtors’ estates (the “Estates”) for the purpose of liquidating causes of action belonging to the Estates. 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 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 Facility Claims and Priority Tax Claims, the claims and interests in the Debtors are divided into ten classes. The Plan generally provides for payment in full, in cash, to holders 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 Court determining, or an agreement among specified parties resolving, a dispute regarding whether or not the Debtors may distribute cash to Salus Capital Partners, LLC, 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 be agreed by the holder of such claims or (ii) ordered by the Bankruptcy Court. Holders of Allowed Class 5 Dark Store Claims will generally receive cash equal to 75% of the amount of

~~Item~~ 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) will not receive or retain any property under the Plan on account of such claims or interests.01 ~~Financial~~The ~~Statements~~outstanding equity interests of each Debtor other than the Company will remain outstanding and ~~Exhibits~~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.

Exhibit Number	Description
99.1	Monthly Operating Report for the period August 2, 2015 through August 29, 2015

Item 3.03.

Material Modification of Rights of Security Holders.

Pursuant 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 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 9.01.

Financial Statements and Exhibits

(d)

Exhibits


Exhibit Number		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

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.

~~EXHIBIT~~ INDEX TO EXHIBITS

Exhibit Number	Description
ExhibitNumber		Description
99.1	Monthly Operating Report for the period August 2, 2015 through August 29, 2015
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~~

RS Legacy Corporation

~~(Registrant)~~

(Registrant)

September 28, 2015

/s/ William R. Russum

Date: October 6, 2015

/s/ William R. Russum

~~William R. Russum~~

William R. Russum

~~Vice President and Controller~~

Vice President and Controller

Filing Compare · RS Legacy Corp