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 (Date of earliest event reported): May 3, 2017
RUBICON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33834 | 36-4419301 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
900 East Green Street Bensenville, Illinois |
60106 | |
| (Address of principal executive offices) | (Zip Code) |
(847) 295-7000
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03 | Material Modification to Rights of Security Holders. |
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.
| Item 5.03 | 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 Company’s stockholders approved, by an affirmative vote of the majority of the Company’s outstanding shares of common stock: (i) an amendment to the Company’s Eighth Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s 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 Company’s authorized number of shares of common stock to three times the number of shares of the Company’s 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 Company’s 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, 2017.
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. Pursuant 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 Company’s total number of authorized shares of stock will be reduced from 45,000,000 to 13,200,000.
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.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting held on May 3, 2017, the proposals set forth below were submitted to a vote of the Company’s 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:
| Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||||
| 1. | Approval of an amendment to the Certificate of Incorporation to declassify the Board and provide for annual elections of directors | 13,315,913 | 212,471 | 14,050 | 9,336,302 | |||||||||||||
| 2. | 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 | 22,213,347 | 624,136 | 41,253 | — | |||||||||||||
| 3. |
Approval of an amendment of the Certificate of Incorporation to decrease the authorized number of shares of common stock
|
22,436,958 | 323,758 | 118,020 | — | |||||||||||||
| For | Withhold | Broker Non-Votes | ||||||||||||||||
| 4. |
Election of Susan M. Westphal as a Class I director to serve for a three-year term
|
13,215,982 | 326,452 | — | 9,336,302 | |||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||
| 5. |
Ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017
|
22,720,243 | 62,304 | 96,189 | — | |||||||||||||
| 6. |
A non-binding advisory vote to approve the compensation of the Company’s named executive
officers
|
12,704,078 | 667,617 | 170,739 | 9,336,302 | |||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||
| 7. |
A non-binding advisory vote on the
frequency of stockholder votes on executive compensation
|
10,607,788 | 19,024 | 2,825,822 | 89,800 | — | ||||||||||||||||
As described in the Company’s 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 Company’s 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 Company’s 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 pursuant 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished as part of this report:
|
Exhibit No. |
Description | |
| 3.1* | Certificate of Amendment to Eighth Amended and Restated Certificate of Incorporation. | |
| 99.1** | Press release dated May 4, 2017. |
* Filed herewith.
** Furnished herewith.
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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.
| RUBICON TECHNOLOGY, INC. | ||
| Dated: May 4, 2017 | By: | /s/ Mardel A. Graffy |
| Name: | Mardel A. Graffy | |
| Title: | Chief Financial Officer | |
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EXHIBIT INDEX
|
No. |
Description | |
| 3.1* | Certificate of Amendment to Eighth Amended and Restated Certificate of Incorporation. | |
| 99.1** | Press release dated May 4, 2017. |
* Filed herewith.
** Furnished herewith.
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Exhibit 3.1
AMENDMENT TO EIGHTH AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
(Adopted in Accordance with the Provisions of Section 242
of the General Corporation Law of the State of Delaware (the “DGCL”))
Rubicon Technology, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the Corporation is Rubicon Technology, Inc.
2. At a meeting of the Board of Directors of the Corporation (the “Board”), resolutions were duly adopted setting forth a proposed amendment (the “Amendment”) of the Eighth Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The Amendment is set forth in paragraph 3 below.
3. The Certificate of Incorporation be, and hereby is, amended by deleting Article 4, Capital Stock, in its entirety, and substituting in lieu thereof, a new Article 4 as follows:
“ ARTICLE 4
CAPITAL STOCK
The total number of shares of capital stock which the Corporation shall have the authority to issue is 13,200,000 shares which is divided into two classes as follows: 5,000,000 shares of Preferred Stock (“Preferred Stock”) with a par value of $0.001 per share, and 8,200,000 shares of Common Stock (“Common Stock”) with a par value of $0.001 per share.
Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Amendment to Eighth Amended and Restated Certificate of Incorporation of the Corporation, each ten (10) shares of Common Stock either issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares of Common Stock as a result of the Reverse Stock Split shall be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests, upon the surrender of the stockholder’s Old Certificates (as defined below), where applicable, in an amount equal to the product obtained by multiplying (a) the average of the closing prices of the Common Stock as reported on The Nasdaq Stock Market, or if the Common Stock is not at such time traded on The Nasdaq Stock Market, then as reported on the primary trading market for the Common Stock, for the thirty consecutive trading days immediately preceding the effective date of the Reverse Stock Split, by (b) the number of shares of Common Stock held by such stockholder that would otherwise have been converted into a fractional share interest as a result of the Reverse Stock Split. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
4. Pursuant to a resolution of the Board, a meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL at which meeting the necessary number of shares as required by statute were voted in favor of the Amendment.
5. The Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
6. In accordance with Section 103(d) of the DGCL, the Amendment shall become effective on the date and at the time set forth below:
Effective date: May 5, 2017
Effective time: 12:01 a.m.
IN WITNESS WHEREOF , Rubicon Technology, Inc. has caused this Amendment to Eighth Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer as of May 3, 2017.
| Rubicon Technology, Inc. | ||
| /s/ Mardel A. Graffy | ||
| By: | Mardel A. Graffy | |
| Its: | Chief Financial Officer | |
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Exhibit 99.1
For Immediate Release:
Contact:
Rubicon Technology, Inc.
Timothy E. Brog
Chief Executive Officer
(847) 295-7000
RUBICON TECHNOLOGY ANNOUNCES REVERSE STOCK SPLIT
Bensenville, Illinois – May 4, 2017 – Rubicon Technology, Inc. (Nasdaq: RBCN) announced today that it filed an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of Rubicon’s outstanding common stock (“Common Stock”). As a result of the reverse stock split, every ten pre-split shares of Common Stock held by stockholders will automatically be converted into one share of Common Stock. The reverse stock split will be effective for trading purposes as of the commencement of trading on Friday, May 5, 2017. The number of shares of the Company’s authorized Common Stock was also reduced from 40,000,000 shares to 8,200,000 shares. The amendments were recommended by Rubicon’s Board of Directors and approved by the Company’s stockholders at the annual meeting of stockholders held on May 3, 2017.
Immediately following the reverse stock split, Rubicon’s Common Stock will continue to trade on The NASDAQ Capital Market under the symbol “RBCN” and under a new CUSIP number 78112T206. Rubicon’s transfer agent, American Stock Transfer LLC, which is also acting as the exchange agent for the reverse stock split, will provide instructions to stockholders regarding the process for exchanging stock certificates. Stockholders will receive cash in lieu of any fractional shares resulting from the reverse stock split in a proportionate amount equal to approximately $.78 per pre-split share. The price per share is based on the average closing price of the Common Stock for the 30 trading days immediately preceding the effective date of the reverse stock split.
The reverse stock split is intended to increase the per share trading price of Rubicon’s Common Stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. As previously disclosed, on April 19, 2017, Rubicon received a staff determination letter from the Listing Qualifications Department of NASDAQ informing Rubicon that it failed to regain compliance with this minimum bid price requirement. On April 26, 2017, the Company requested a hearing before a NASDAQ listing qualifications panel regarding its listing, which is expected to be scheduled by NASDAQ within 45 calendar days from the date of the request.
Based on the Company’s discussions with the NASDAQ staff, Rubicon’s Board of Directors currently believes that effecting the reverse stock split and demonstrating compliance with the minimum bid price requirement during the appeal process would assist the Company in maintaining its listing on NASDAQ. However, Rubicon can provide no assurance that its appeal will be successful even if it regains compliance with the minimum bid price requirement during the appeal process, or that as a result of the hearing, the hearing panel will grant the Company’s request for continued listing.
Additional information about Rubicon’s NASDAQ listing, the reverse stock split, the reduction in authorized shares and the annual meeting is included in Rubicon’s definitive proxy statement filed on April 11, 2017 and its Current Reports on Form 8-K filed on April 24, 2017 and May 4, 2017.
About Rubicon Technology, Inc.
Rubicon Technology, Inc. is an advanced materials provider specializing in monocrystalline sapphire products for optical systems and specialty electronic devices. Rubicon has a proprietary technology platform and expertise extending from the preparation of raw aluminum oxide through sapphire crystal growth and fabrication, enabling Rubicon to supply custom sapphire products with superior quality and precision. Rubicon is ISO 9001 certified and ITAR registered.
Rubicon is also exploring various alternatives to enhance stockholder value, including potentially through acquiring an existing business, establishing a new venture, or other investment opportunities in order to utilize Rubicon’s substantial net operating losses .
Forward-Looking Statements
Some statements included in this news release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and, therefore, involve uncertainties or risks that could cause actual results to differ materially therefrom. These statements may contain words such as “desires,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,” “explores” or similar expressions. These statements are not guarantees of the Company’s future performance and are subject to risks, uncertainties and other important factors that could cause actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Such statements include, but are not limited to, the effect of the reverse stock split on the trading price of the Company’s Common Stock, the continued listing of the Company’s Common Stock on The NASDAQ Capital Market, the pursuit or completion of any acquisition, sale, venture transaction or investment opportunity, or the Company’s ability to maximize the value of its sapphire business, real estate or excess assets, utilize its net operating losses or to enhance stockholder value . Additional information regarding factors that could cause results to differ materially from management’s expectations is found in the section entitled “Risk Factors” in the Company’s 2016 Annual Report on Form 10-K filed with the SEC on March 16, 2017. The Company intends that the forward-looking statements included herein be subject to the above-mentioned statutory safe harbors. Investors are cautioned not to rely on forward-looking statements. The Company disclaims any obligation to update forward-looking statements.