RUBICON TECHNOLOGY, INC. (NASDAQ:RBCN) Files An 8-K Material Modification to Rights of Security Holders
Material Modification to Rights of Security
To the extent required by Item 3.03 of Form 8-K, the information
set forth in Item 5.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
As further described under Item 5.07 below, the annual meeting of
stockholders (the Annual Meeting) of Rubicon Technology, Inc.
(the Company) was held on May 3, 2017. At this meeting, the
Companys stockholders approved, by an affirmative vote of the
majority of the Companys outstanding shares of common stock: (i)
an amendment to the Companys Eighth Amended and Restated
Certificate of Incorporation (as amended, the Certificate of
Incorporation) to effect a reverse stock split of the Companys
common stock (the Reverse Stock Split) in a range of 1-for-10 to
1-for-20, such ratio to be determined in the sole discretion of
the Board of Directors (the Board); and (ii) an amendment to the
Certificate of Incorporation to decrease the Companys authorized
number of shares of common stock to three times the number of
shares of the Companys common stock outstanding immediately
following the Reverse Stock Split, rounded up to the nearest
100,000 shares ((i) and (ii) collectively, the Reverse Stock
Split Amendment). The Board previously approved the Reverse Stock
Split Amendment and recommended that it be submitted to the
Companys stockholders for approval. On May 3, 2017, following the
Annual Meeting, the Board determined to effect the Reverse Stock
Split at a ratio of 1-for-10, and approved the corresponding
final form of the Certificate of Amendment containing the Reverse
Stock Split Amendment, and the Company filed the Certificate of
Amendment with the Secretary of State of the State of Delaware.
The Reverse Stock Split Amendment and the Reverse Stock Split
will be effective as of 12:01 a.m. (Delaware time) on May 5,
As a result of the Reverse Stock Split, at the effective time
thereof, every 10 shares of issued and outstanding common stock
will be automatically combined into one issued and outstanding
share of common stock, without any change in the par value per
share. No fractional shares will be issued as a result of the
Reverse Stock Split. Any fractional shares that would otherwise
have resulted from the Reverse Stock Split will be paid in cash
in a proportionate amount based on the average closing price of
the common stock as reported by The NASDAQ Capital Market for the
thirty trading days immediately preceding the date of the Reverse
Stock Split. The Reverse Stock Split will reduce the number of
shares of common stock outstanding from approximately 27.1
million shares to 2.7 million shares, subject to adjustment for
the payment of cash in lieu of fractional shares. to the terms of
the Reverse Stock Split Amendment, at the effective time thereof,
the number of authorized shares of common stock under the
Certificate of Incorporation will be reduced from 40,000,000 to
8,200,000 and, consequently the Companys total number of
authorized shares of stock will be reduced from 45,000,000 to
The common stock will begin trading on a Reverse Stock
Split-adjusted basis on The NASDAQ Capital Market at the
commencement of trading on May 5, 2017. The trading symbol for
the common stock will remain RBCN. The new CUSIP number for the
common stock following the Reverse Stock Split will be 78112T206.
The foregoing description of the Reverse Stock Split Amendment is
qualified in its entirety by reference to the full text of such
amendment, which is filed herewith as Exhibit 3.1.
Submission of Matters to a Vote of Security
At the Annual Meeting held on May 3, 2017, the proposals set
forth below were submitted to a vote of the Companys
stockholders. Stockholders of record as of March 10, 2017 were
entitled to vote at the meeting. As of March 10, 2017, the
Company had 26,878,891 shares of common stock outstanding. The
final voting results are as follows:
Approval of an amendment to the Certificate of Incorporation
to declassify the Board and provide for annual elections of
Approval of an amendment to the Certificate of Incorporation
to effect a reverse stock split of the common stock at a
ratio to be determined by the Board within a specified range
Approval of an amendment of the Certificate of Incorporation
to decrease the authorized number of shares of common stock
Election of Susan M. Westphal as a Class I director to serve
for a three-year term
Ratification of the selection of Grant Thornton LLP as the
independent registered public accounting firm for the fiscal
year ending December 31, 2017
A non-binding advisory vote to approve the compensation of
the Companys named executive officers
|1 Year||2 Years||3 Years||Abstain||Broker Non-Votes|
A non-binding advisory vote on the frequency of stockholder
votes on executive compensation
As described in the Companys definitive proxy statement for the
Annual Meeting filed on April 11, 2017, under the Certificate of
Incorporation, Proposal 1 required approval by the affirmative
vote of not less than 75% of the Companys shares of common stock
outstanding and entitled to vote at the Annual Meeting. Proposal
1 did not receive such requisite approval at the Annual Meeting.
Therefore, the Board will remain classified.
Based upon the voting results on Proposal 7, as set forth above,
and consistent with the Board’s recommendation, the Board has
determined that non-binding advisory votes on executive
compensation will be submitted to the Companys stockholders on an
annual basis until the next required vote on the frequency of
stockholder votes on executive compensation.
|Item 7.01||Regulation FD Disclosure.|
On May 4, 2017, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is attached
hereto as Exhibit 99.1.
The above information (including Exhibit 99.1) is furnished to
Item 7.01 of Form 8-K and shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section,
nor shall it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as
may be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
The following exhibits are filed or furnished as part of this
Certificate of Amendment to Eighth Amended and Restated
Certificate of Incorporation.
|99.1**||Press release dated May 4, 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 down -0.002 at 0.748 with 259,902 shares trading hands.