RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN) Files An 8-K Entry into a Material Definitive Agreement
|Entry into a Material Definitive Agreement.|
The information provided below in Item5.02 relating to the
executive employment agreement and the separation and general
release agreement is hereby incorporated by reference.
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
(b) Effective March17, 2017, William F. Weissman resigned as
Chief Executive Officer and President of Rubicon Technology, Inc.
(the Company). This resignation followed the decision of the
Companys Board of Directors (the Board) to terminate Mr.Weissman
without cause in order to hire a Chief Executive Officer better
suited to the Companys current business plan. Also effective on
March17, 2017, Mr.Weissman resigned as a member of the Board.
In connection with Mr.Weissmans resignation, the Company and
Mr.Weissman entered into a separation and general release
agreement (the Separation Agreement) providing for severance
benefits to Mr.Weissman that he otherwise would have been
entitled to under his employment agreement in the event he was
terminated without cause including, among other things, a payment
to Mr.Weissman equal to his annual salary payable over a period
of twelve (12)months and health and welfare benefits for a period
of twelve (12)months. to the terms of the Separation Agreement,
Mr.Weissman has provided the Company with a general release of
claims against the Company. Mr.Weissman signed the Separation
Agreement on March16, 2017 and has seven (7)days to revoke the
Separation Agreement. If Mr.Weissman does not revoke the
Separation Agreement, it will become effective on March24, 2017.
to the Separation Agreement, upon effectiveness of the agreement,
all of Mr.Weissmans stock options will vest immediately. The
Board of Directors also agreed to extend the date by which
Mr.Weissman may exercise his stock options granted on December1,
2015 to March17, 2019. The Separation Agreement is expected to be
filed as an exhibit to the Companys Quarterly Report on Form 10-Q
for the quarter ended March31, 2017.
It is expected that Mr.Weissman will serve as a consultant to the
Company following his resignation. The terms (including
compensation and duration) of such consultancy are to be agreed
upon between Mr.Weissman and the Company.
(c) Effective March17, 2017, Timothy E. Brog will become the
Companys President and Chief Executive Officer. Mr.Brog has
served on the Board since May 2016 and will continue to serve as
a director. With his appointment as the Companys principal
executive officer, Mr.Brog will no longer earn compensation for
his service on the Board and will no longer serve on the Audit
and Compensation Committees of the Board; provided, that the
one-time equity and cash grants that Mr.Brog received upon
joining the Board will continue to vest and remain payable to
their original terms so long as Mr.Brog continues to serve on the
From March 2015 until March16, 2017, Mr.Brog, age 53, served as
the president of Locksmith Capital Management LLC, an investment
advisory firm. Previously, he served as
chairman of the board of directors of Peerless Systems
Corporation, a provider of software-based imaging systems, from
June 2008 to February 2015, chief executive officer from August
2010 to March 2015 and a director beginning in July 2007.Mr.Brog
is currently a director of Eco-Bat Technologies Limited.
On March15, 2017, the Company entered into an executive
employment agreement with Mr.Brog, effective as of March17, 2017.
to Mr.Brogs employment agreement, he will receive an annual base
salary of $306,000, which will be reviewed by the Board on an
annual basis. In 2017, Mr.Brog will be eligible for a cash bonus
of $150,000 based on the achievement of certain objectives to be
mutually agreed upon by Mr.Brog and the Board. In addition, the
Board, in its sole discretion, may determine to pay Mr.Brog a
discretionary cash bonus. Mr.Brog will also receive a signing
bonus of $25,000 on or before April1, 2017.
As contemplated by the employment agreement, on March15, 2017,
the Company granted Mr.Brog 900,000 restricted stock units under
the Companys 2016 Stock Incentive Plan (the Plan), which vest in
the amounts set forth below on the first date the 15-trading day
average closing price of the Companys common stock equals or
exceeds the corresponding target price for the common stock
(listed below) before March15, 2021.
Number of Restricted Stock Units
The number of restricted stock units and corresponding target
price are subject to adjustment for any stock split, combination
or similar event.
The restricted stock units will also vest immediately if any of
the following events occurs before March15, 2021: (i)the Company
announces its intent to de-register its common stock, (ii)the
Company commences a self-tender for not less than 33% of its
shares at a price greater than or equal to the 15-Day Average
Price (as defined in the employment agreement); or (iii)the
Company completes an extraordinary transaction in which 15% or
more of its current outstanding shares were issued.
If the Company terminates Mr.Brog without Cause (as defined in
the employment agreement) or if Mr.Brog resigns from his
employment for Good Reason (as defined in the employment
agreement), Mr.Brog shall be entitled to the following:
(a)payment of his annual salary earned through and including the
termination or resignation date; (b)any vacation pay owed to him
to the employment agreement; (c)any bonus earned prior to the
termination or resignation date that remains unpaid; (d)payment
of his annual salary for the twelve (12)month period after his
termination or resignation date; and (e)immediate vesting of any
restricted stock units granted to the employment agreement;
provided, however, that Mr.Brog executes and delivers to the
Company a complete release agreement in form and substance
reasonably acceptable to the Company. The Company shall also
continue payment of
any health and welfare benefits to Mr.Brog for a period of twelve
If the Company terminates Mr.Brogs employment without Cause or he
resigns for Good Reason at any time within two (2)years after a
Change in Control, Mr.Brog shall receive the payments and
benefits described above; provided, however, that the annual
salary payment described in clause (d)above shall be paid in a
During the term of Mr.Brogs employment and for a period of twelve
(12)months thereafter, Mr.Brog will be subject to a non-compete.
The foregoing description of the employment agreement does not
purport to be complete and is qualified in its entirety by
reference to the executive employment agreement attached hereto
as Exhibit 10.1 and incorporated herein by reference.
(d) On March13, 2017, the Board appointed Susan M. Westphal as a
Class I director, effective as of March17, 2017, to fill the
vacancy created by Mr.Weissmans resignation as director.
Ms.Westphals term will expire at the 2017 annual meeting of
Rubicons stockholders, and she has been nominated by the Board
for reelection at the 2017 annual meeting. As of the date hereof,
the Board has not determined the Board committees, if any, to
which Ms.Westphal will be appointed.
Ms.Westphal will receive compensation in accordance with the
Companys compensation policy applicable to all non-employee
directors. This policy currently provides that non-employee
directors receive an annualized base fee of $70,000 for service
on the Board, payable quarterly, in an equal combination of cash
and restricted common stock. Any restricted common stock issued
to Ms.Westphal as part of her base fee will be subject to the
terms and conditions set forth in the Plan and the standard form
restricted stock agreement utilized by the Company. In the event
Ms.Westphal is appointed to any committees of the Board, she will
receive additional committee service compensation in accordance
with the Companys non-employee director compensation policy.
On March16, 2017, the Company issued a press release announcing
the matters set forth in Item5.02 of this Form 8-K. A copy of
this press release is furnished herewith as Exhibit 99.1 to this
The information in Item7.01 of this Current Report, including the
exhibit attached hereto as Exhibit 99.1, is being furnished and
shall not be deemed filed for the purposes of Section18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. The information in Item7.01
of this Current Report, including Exhibit 99.1, shall not be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended, except
as otherwise expressly stated in such filing.
|Item9.01||Financial Statements and Exhibits.|
Executive Employment Agreement by and between Rubicon
Technology, Inc. and Timothy E. Brog, dated as of March15,
|99.1||Press Release dated March16, 2017.|
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 up +0.040 at 0.670 with 201,865 shares trading hands.