Rubicon Technology Announces Reverse Stock Split
May 04 2017 - 8:00AM
Business Wire
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.
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Rubicon Technology, Inc.Timothy E. BrogChief Executive
Officer(847) 295-7000
Rubicon Technology (NASDAQ:RBCN)
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