Current Report Filing (8-k)
June 04 2018 - 4:17PM
Edgar (US Regulatory)
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): June 4, 2018
RUBICON
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
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001-33834
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36-4419301
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
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900
East Green Street
Bensenville,
Illinois
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60106
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(Address
of principal executive offices)
|
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(Zip
Code)
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(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)
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
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Effective
June 4, 2018, the Company’s Board of Directors appointed Inga A. Slavutsky, the Company’s Controller, to serve as
Chief Financial Officer. Ms. Slavutsky joined the Company in May 2016. From 2011 to 2016, she served as the Accounting Manager
of Gonnella Baking Company, a baked goods manufacturer. From 2006 to 2011 Ms. Slavutsky held staff accounting positions with various
companies in the hospitality and retail industries. Ms. Slavutsky is a licensed certified public accountant with the State of
Illinois, holds a MS in accountancy from DePaul University and a BA from Columbia College.
Ms.
Slavutsky, 40, has no family relationships with any director or executive officer of the Company, and there are no arrangements
or understandings with any person pursuant to which she will be selected as the Chief Financial Officer of the Company. In addition,
there have been no transactions directly or indirectly involving Ms. Slavutsky that would be required to be disclosed pursuant
to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
The
Company entered into an executive employment agreement with Ms. Slavutsky, effective as of June 4, 2018. Pursuant to Ms. Slavutsky’s
employment agreement, she will receive an annual base salary of $130,000, which will be reviewed by the Board on an annual basis.
In 2019, Ms. Slavutsky will receive a cash bonus of $8,750 following the Company’s filing with the Securities and Exchange
Commission of its Report on Form 10-K for the year ending December 31, 2018. In 2020 and thereafter, she will receive a cash bonus
of $15,000 upon the same conditions and timing set forth above for 2019. Ms. Slavutsky is also eligible to receive a discretionary
bonus of $10,000.
If
the Company terminates Ms. Slavutsky’s employment without Cause (as defined in the employment agreement) or if Ms. Slavutsky
resigns from her employment for Good Reason (as defined in the employment agreement), Ms. Slavutsky shall be entitled to the following:
(a) payment of her annual salary earned through and including the termination or resignation date; (b) any vacation pay owed to
her pursuant to the employment agreement; (c) any bonus earned prior to the termination or resignation date that remains unpaid;
(d) payment of her annual salary for the three (3) month period after her termination or resignation date, provided, however,
that Ms. Slavutsky 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 Ms. Slavutsky for a period of three
(3) months.
During
the term of Ms. Slavutsky’s employment and for a period of twelve (12) months thereafter, Ms. Slavutsky will be subject
to a non-compete agreement.
Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
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.
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RUBICON
TECHNOLOGY, INC.
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|
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Dated:
June 4, 2018
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By:
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/s/
Timothy E. Brog
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Name:
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Timothy
E. Brog
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Title:
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Chief
Executive Officer
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2
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