RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
To the extent required by Item5.02 of Form 8-K, the information
set forth in Item8.01 of this report relating to the resignation
of directors is incorporated herein by reference.
| Item8.01 | Other Information. |
On February21, 2017, Rubicon Technology, Inc. (the Company)
released a letter to its stockholders (the Stockholder Letter)
from Don Aquilano, the Chairman of the Board of Directors (the
Board). The Stockholder Letter describes the Companys recent
restructuring and updates stockholders on the Companys
activities, including its evaluation of strategic acquisition
opportunities, and certain recent and proposed corporate
governance changes.
On February14, 2017, the Board determined to reduce the size of
the Board to five members to be effective as of May3, 2017, the
date of the Companys 2017 Annual Meeting of Stockholders (the
2017 Annual Meeting). Raymond Spencer, one of the Companys Class
I directors whose term expires at the 2017 Annual Meeting, will
not stand for re-election.
In addition, because acquisitions are being given greater
consideration by the Board, the Board has decided to commence a
search for a new Chief Executive Officer (CEO) with more
extensive experience in mergers and acquisitions. William F.
Weissman, the current CEO, is expected to stay with the Company
until a new CEO is hired. As of February14, 2017, Mr.Weissman has
agreed to step down from the Board if a new CEO joins the Company
in order for the new CEO to assume Mr.Weissmans position on the
Board.
The Stockholder Letter also announces the Companys intent to seek
stockholder approval at the 2017 Annual Meeting of an amendment
to its certificate of incorporation to declassify the Board and
provide for the annual election of directors beginning with the
election of directors at the 2018 Annual Meeting of Stockholders
(the 2018 Annual Meeting). This amendment was approved by the
Board on February14, 2017, and on the same date, the incumbent
directors whose terms would not otherwise expire at the 2018
Annual Meeting, including Mr.Weissman who will be up for
re-election at the 2017 Annual Meeting, agreed to resign from the
Board effective as of the date of the 2018 Annual Meeting if the
amendment is approved by the stockholders. This would allow for
the election of the entire Board for a one-year term at the 2018
Annual Meeting and going forward.
A copy of the Stockholder Letter is attached hereto as Exhibit
99.1 and is hereby incorporated by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Description |
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| 99.1 | Stockholder letter dated February21, 2017. |
Important Additional Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Companys
stockholders in connection with the Companys 2017 Annual Meeting
of Stockholders. The Company
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will file a preliminary proxy statement and file or furnish other
relevant materials with the Securities and Exchange Commission
(the SEC). Once the SEC completes its review of the preliminary
proxy statement, a definitive proxy statement and a form of proxy
will be filed with the SEC. BEFORE MAKING ANY VOTING
DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the
ownership of the Companys directors and executive officers in
Company stock, restricted stock and options is included in the
Companys SEC filings on Forms 3, 4, and 5, which can be found
through the Companys website www.rubicontechnology.com in the
section Investors or through the SECs website at www.sec.gov.
Information can also be found in the Companys other SEC filings,
including the Companys definitive proxy statement for the 2016
Annual Meeting of Stockholders and its Annual Report on Form 10-K
for the year ended December31, 2015. Updated information
regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the definitive proxy statement and other
materials to be filed with the SEC in connection with the 2017
Annual Meeting. Stockholders will be able to obtain any proxy
statement, any amendments or supplements to the proxy statement
and other documents filed by the Company with the SEC at no
charge at the SECs website at www.sec.gov. Copies will also be
available at no charge at the Companys website at
www.rubicontechnology.com in the section Investors.
Forward-Looking Statements
Certain of the statements contained herein, particularly those
preceded by or including the words believes, expects,
anticipates, intends, should, could, estimates, projects,
targets, considers, potential, and similar expressions, or those
relating to or anticipating business operations, revenue and
financial results for periods beyond the end of the fourth
quarter of 2016, constitute forward-looking statements within the
meaning of Section27A of the Securities Act of 1933, as amended,
and Section21E of the Securities Exchange Act of 1934, as
amended. For those statements, the Company claims the protection
of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on managements current
expectations, estimates and projections about our industry,
managements beliefs and certain assumptions made by the Company
and its management. These statements are subject to risks and
uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, the
statements.
These risks and uncertainties include the adoption of sapphire as
a material in new applications, the Companys successful
development and the markets acceptance of new products; the
Companys ability to sell certain assets, including those in
Malaysia and underutilized assets in the U.S., and the prices the
Company receives therefor; the ability to make effective
acquisitions and successfully integrate newly acquired businesses
into existing operations; the ability to effectively utilize net
loss carryforwards; dependence on key customers; the Companys
ability to secure new business and retain customers; changes in
demand or the average selling prices of sapphire products; the
failure to achieve the margins we expect, whether due to our own
operations or changes in the market for our products; the
Companys ability to successfully qualify its products with
customers and potential customers; potential disruptions in the
Companys supply of electricity; changes in the Companys product
mix; the outcome of the testing of new products and processes or
the testing of the Companys existing products for new
applications; the failure of third parties performing services
for us to do so successfully; the Companys ability to protect its
intellectual property rights; the competitive environment; the
cost of compliance with environmental standards; and other risks
and uncertainties described in the Companys most recent Form
10-K, its subsequent Form 10-Q filings and other filings with the
Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on the Companys forward-looking statements.
Any forward-looking statement that the Company makes speaks only
as of the date of such statement, and the Company undertakes no
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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About RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN)
Rubicon Technology, Inc. is a vertically integrated, electronic materials provider specializing in monocrystalline sapphire for applications in light-emitting diodes (LEDs), optical systems and specialty electronic devices. The Company’s product lines include sapphire cores; four and six-inch sapphire wafers; four, six, and eight-inch patterned sapphire substrate (PSS) wafers, and optical sapphire components. Its sapphire is also used as an exterior component in mobile devices, specifically camera lens covers, dual flashes and home buttons on certain newer model smartphones and as the crystal covering the faces of certain smart watches. In addition, some consumer electronics original equipment manufacturers (OEMs) use sapphire faceplates for smartphones. For the LED market, it sells 2 to 6-inch material in core form and four, six and eight-inch material in polished and PSS wafer form. Its principal customers are semiconductor device manufacturers and wafer polishing companies. RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN) Recent Trading Information
RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN) closed its last trading session down -0.025 at 0.525 with 39,146 shares trading hands.