Current Report Filing (8-k)
December 18 2020 - 8:01AM
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): December 18, 2020
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)
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(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)
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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:
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☐
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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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☐
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.001 per share
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RBCN
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The Nasdaq Stock Market LLC
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Preferred Share Purchase Right
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Not Applicable
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Not Applicable
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Item
1.01 Entry into a Material Definitive Agreement
On
December 18, 2020, Rubicon Technology, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 1
to the Section 382 Rights Agreement (the “Rights Agreement”) by and between the Company and American Stock Transfer
& Trust Company, LLC, as Rights Agent. The Rights Agreement, which was entered into in an effort to preserve stockholder
value by protecting against a possible limitation on our ability to use our net operating loss carry-forwards, was originally
entered into in December 2017 and was scheduled to expire on December 18, 2020. Amendment No. 1 to the Rights Agreement extends
the final expiration date of the Rights Agreement to December 18, 2023. Except for the extension
of the final expiration date, the Rights Agreement otherwise remains unmodified. The amendment has been unanimously approved
by the Board of Directors and was approved by stockholders at the Company’s 2020 Annual Meeting.
The
original Rights Agreement is described in and included as an exhibit to our Current Report on Form 8-K filed with
the Securities and Exchange Commission on December 18, 2017, which is incorporated herein by reference. Amendment
No. 1 to the Rights Agreement is filed as Exhibit 4.1 hereto and our press release announcing the extension of the Rights
Agreement is filed as Exhibit 99.1 hereto, each of which is incorporated herein by reference.
Item
7.01 Regulation F-D Disclosure
On
December 18, 2020, the Company issued a press release announcing the matters described herein. A copy of the press release
is furnished herewith as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished or filed herewith.
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: December 18, 2020
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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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EXHIBIT
INDEX
4
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