Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2018



(Exact name of registrant as specified in its charter)



Delaware   001-33834   36-4419301

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


900 East Green Street

Bensenville, Illinois

(Address of principal executive offices)   (Zip Code)

(847) 295-7000

(Registrant’s telephone number, including area code)


(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 10, 2018. At this meeting, the Company’s stockholders approved, by an affirmative vote of the majority of the Company’s outstanding shares of common stock an amendment (the “Amendment”) to the Company’s Certificate of Incorporation (as amended the “Certificate of Incorporation”) to reduce the number of authorized shares of preferred stock allowed under the Certificate of Incorporation from 5,000,000 to 1,000,000. The Board previously approved the Amendment and recommended that it be submitted to the Company’s stockholders for approval. On May 10, 2018, following the Annual Meeting, the Board determined to effect the preferred stock reduction and approved the corresponding final form of the Certificate of Amendment containing the Amendment, and the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware. The Amendment is effective as of 12:01 a.m. (Delaware time) on May 15, 2018.


Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Annual Meeting held on May 10, 2018, where a quorum existed, the proposals set forth below were submitted to a vote of the Company’s stockholders. Stockholders of record as of March 21, 2018 were entitled to vote at the meeting. As of March 21, 2018, the Company had 2,739,691 shares of common stock outstanding. The final voting results are as follows:

      Proposal   For     Withhold           Broker Non-Votes  
  1.     Election of Timothy Brog as a Class II director to serve for a three-year term.     1,116,341       272,310               1,030,394  
        Election of Michael Mikolajczyk as a Class II director to serve for a three-year term.     1,115,598       273,053               1,030,394  
              For       Against       Abstain       Broker Non-Votes  
  2.     Approval of an amendment of the Certificate of Incorporation to decrease the authorized number of shares of preferred stock.     1,074,605       3,022       410       1,030,394  
  3.     Ratification of the selection of Marcum LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.     2,098,307       7,790       2,334       -  
  4.     A non-binding advisory vote to approve the compensation of our named executive officers.     1,059,683       17,102       1,252       1,030,394  


Item 9.01   Financial Statements and Exhibits.


(d)    Exhibits.


The following exhibits are filed or furnished as part of this report: 

Exhibit No. 



3.1*   Ninth Amendment to the Certificate of Incorporation.  


*     Filed herewith.





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.


Dated: May 15, 2018 By:  /s/ Mardel A. Graffy
  Name: Mardel A. Graffy
  Title: Chief Financial Officer 






Exhibit No. 



3.1*   Ninth Amendment to the Certificate of Incorporation.

*     Filed herewith.



               Exhibit 3.1






(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:





The total number of shares of capital stock which the Corporation shall have the authority to issue is 9,200,000 shares which is divided into two classes as follows: 1,000,000 shares of Preferred Stock (“Preferred Stock”) with a par value of $.001 per share, and 8,200,000 shares of Common Stock (“Common Stock”) with a par value of $.001 per share.


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 15, 2018


Effective time: 12:01AM EST


IN WITNESS WHEROF, Rubicon Technology, Inc. has caused this Amendment to Eighth Amended and Restated Certificate of Incorporation to be signed by its duly authorized officers as of May 10, 2018.


  Rubicon Technology, Inc.
  By:  /s/ Mardel A. Graffy            
  Its:  Mardel A. Graffy