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Form 8-K Rubicon Technology, Inc. For: Aug 12

August 12, 2022 8:01 AM EDT
0001410172 false 0001410172 2022-08-12 2022-08-12 0001410172 RBCN:CommonStockParValue.001PerShareMember 2022-08-12 2022-08-12 0001410172 RBCN:PreferredSharePurchaseRightMember 2022-08-12 2022-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 12, 2022

 

RUBICON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33834   36-4419301

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer

Identification No.)

 

900 East Green Street

Bensenville, Illinois

  60106
(Address of principal executive offices)   (Zip Code)

 

(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)

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of each exchange
on which registered

Common Stock, par value $.001 per share

 

RBCN

 

The Nasdaq Stock Market LLC

Preferred Share Purchase Right

       

 

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On August 12, 2022, the Company issued a press release announcing the record date for its cash distribution of $11.00 per share of common stock. A copy of the press release is attached hereto as Exhibit 99.1.

 

The above information (including Exhibit 99.1) is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

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

    

Exhibit No.   Description
99.1**   Press release dated August 12, 2022.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

**Furnished herewith.

  

1

 

 

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.

 

  RUBICON TECHNOLOGY, INC.
     
Dated: August 12, 2022 By: /s/ Timothy E. Brog
  Name:  Timothy E. Brog
  Title: Chief Executive Officer, President and Acting Chief Financial Officer 

 

2

 

 

EXHIBIT INDEX

 

No.   Description
99.1**   Press release dated August 12, 2022.
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

**Furnished herewith.

 

 

3

 

 

Exhibit 99.1

 

Rubicon Technology, Inc. Sets Record Date for its

 

$11.00 per share Cash Distribution

 

BENSENVILLE, IL., August 12, 2022 (GLOBE NEWSWIRE) – Rubicon Technology, Inc. (Nasdaq: RBCN) (“Rubicon” or the “Company”) announced today that, in connection with the cash tender offer (the “Offer”) by Janel Corporation (“Janel”) for up to 45% of Rubicon’s issued and outstanding common stock, par value $.001 per share (“Common Stock”), the Company’s Board of Directors has set August 23, 2022 (the “Record Date”) as the record date for its cash distribution of $11.00 per share of Common Stock (the “Distribution”). The Distribution and the Record Date are conditioned upon the consummation of the Offer by August 19, 2022. If such condition has occurred it is anticipated that the Distribution will be paid on or about August 29, 2022 (the “Payment Date”).

 

The payment of the Distribution represents more than 25% of the price per share of Common Stock and therefore NASDAQ has determined that the Common Stock will trade with “due bills,” representing an assignment of the right to receive the Distribution during the period from the Record Date to the ex-dividend date (the “Due Bill Period”). The Common Stock will not trade ex-dividend until August 30, 2022, the first business day after the Payment Date. Stockholders who sell the Common Stock during the Due Bill Period will not be entitled to receive the Distribution. Due bills obligate a seller of Common Stock to deliver the Distribution payable on such Common Stock to the buyer. The due bill obligations are settled customarily between the brokers representing the buyers and sellers of the shares. The Company has no obligation for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Common Stock should consult their broker before trading to be sure they understand the effect of NASDAQ’s due bill procedures.

 

About Rubicon Technology, Inc.

 

Rubicon Technology Worldwide LLC, a wholly owned subsidiary of Rubicon Technology, Inc., is an advance materials provider specializing in monocrystalline sapphire products for optical systems and expertise extending from the preparation of raw aluminum oxide through sapphire crystal growth and fabrication, enabling the Company to supply custom sapphire products with superior quality and precision. The Company is ISO 9001 certified and ITAR registered. More information is available at Rubicon Technology, Inc.’s website: www.rubicontechnology.com.

 

Forward-looking statements

 

Certain statements made in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “expects,” “may,” “should,” “intend” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Such forward-looking statements include the ability of Rubicon Technology, Inc. and Janel Corporation to complete the Offer, including the parties’ ability to satisfy the conditions set forth in the Offer and the possibility of termination of the Offer, and other statements regarding the timing and the closing of the Offer and transactions contemplated thereby. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from Rubicon Technology, Inc.’s or Janel Corporation’s expectations and projections. Risks and uncertainties include, among other things, uncertainties as to the timing of the Offer and the transactions contemplated thereby; as well as other cautionary statements contained in Rubicon Technology, Inc.’s periodic reports filed with the Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2021. Rubicon Technology, Inc. does not undertake to update the disclosures made herein, and you are urged to read its filings with the Securities and Exchange Commission.

 



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