Current Report Filing (8-k)
August 20 2018 - 4:03PM
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): August 20, 2018
RUBICON
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-33834
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36-4419301
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
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|
(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)
|
|
(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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☐
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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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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
1.01
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Entry
into a Material Definitive Agreement
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On
August 20, 2018, Rubicon Technology, Inc. (the “Company”) entered into an Agreement of Sale (the “Agreement”)
with Exeter 950 Douglas, LLC (the “Purchaser”). Pursuant to the Agreement, the Company has agreed to sell to the Purchaser
its property located at 950 Douglas Road, Batavia, Illinois, and the 134,400-square-foot manufacturing and office facility constructed
upon such property (the “Property”). The anticipated closing date is September 5, 2018. The Company has agreed to
sell the Property for $6.7 million and it expects its net proceeds after the payment of real estate taxes, brokerage and legal
fees, transfer taxes and other expenses to be $6.35 million.
Within
five Business Days after the execution of the Agreement, Purchaser will deposit $150,000 into escrow as an “Earnest Money
Deposit”.
The Agreement contains representations, warranties and covenants of both
the Company and the Purchaser that are customary for transactions of this type.
The
Company shall pay: (i) all state, county and local realty transfer taxes, including all documentary stamp taxes; (ii) the cost
of Purchaser’s basic owner’s premium for title insurance in the amount of the Purchase Price, along with all related
title search fees; (iii) the fees and expenses of Seller’s attorneys; and (iv) recording charges due on the satisfaction or assignment
of any mortgages or liens affecting the Property.
The
Purchaser shall pay: (i) any costs incurred by Purchaser in preparing and performing its due diligence investigations, (ii) the
fees and expenses of Purchaser’s attorneys, (iii) all title charges and other costs to the extent not paid by Seller, including
the cost of any extended coverage to Purchaser’s title insurance policy and any and all endorsements to Purchaser’s
title insurance policy, and (iv) recording charges due in connection with any mortgages or other financing documents.
Any
other costs not specifically provided for will be paid by the party who incurred those costs, or if neither party is charged with
incurring any such costs, then by the party customarily assessed for such costs in the State of Illinois.
The
foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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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Dated:
August 20, 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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