Amended Securities Registration (section 12(b)) (8-a12b/a)
12 July 2022 - 6:42AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A/A
(Amendment
No. 2)
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rubicon Technology, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
36-4419301 |
(State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
900
East Green Street Bensenville, Illinois 60106
(Address
of principal executive offices and zip code)
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
symbol |
Name
of each exchange on which registered |
Preferred
Share Purchase Right |
|
|
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
☒
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: Not applicable
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
EXPLANATORY
NOTE
This
Amendment No. 2 to Form 8-A is being filed by Rubicon Technology, Inc., a Delaware corporation (the “Company”), to
update the disclosure in the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the
“SEC”) on December 18, 2017, amended on December 22, 2020.
Item
1. Description of Registrant’s Securities to be Registered.
On
December 18, 2017, the Company entered into a Section 382 Rights Agreement (the “Rights Agreement”) by and between
the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement
dated December 18, 2020. The Rights Agreement was entered into in an effort to preserve stockholder value by protecting against a possible
limitation on the Company’s ability to use its net operating loss carry-forwards.
On
July 1, 2022, the Company and Janel Corporation, a Nevada corporation (the “Purchaser”) entered into a Stock Purchase
and Sale Agreement (the “Purchase Agreement”) pursuant to which the Purchaser will commence a cash tender offer (the
“Offer”) to purchase up to 45.0% of the issued and outstanding shares of the Company’s common stock, par value
$0.001, on a fully-diluted basis, at a price per Share of $20.00, subject to the terms and conditions set forth in the Purchase Agreement.
A description of the Purchase Agreement is available in the Company’s Current Report on Form 8-K filed with the SEC on July 5,
2022 and a copy of the Purchase Agreement is filed as an exhibit thereto.
In
connection with the execution of the Purchase Agreement, on June 27, 2022, the Company’s Board of Directors approved Amendment
No. 2 (the “Amendment”) to the Rights Agreement. The Amendment, among other things, renders the Rights Agreement inapplicable
to the Offer, the Purchase Agreement and the transactions contemplated under the Purchase Agreement. In addition, the Amendment provides
that neither the Purchaser, nor any of its affiliates or associates will become an “Acquiring Person” or “Beneficial
Owner” (as such terms are defined in the Rights Agreement), and a Distribution Date and Stock Acquisition Date (as such terms are
defined in the Rights Agreement) will not be deemed to have occurred, as a result of the announcement of the Offer, the execution of
the Purchase Agreement, or the consummation of the Offer or of the other transactions contemplated by the Purchase Agreement. The Amendment
also extends the final expiration date of the Rights Agreement to September 1, 2025.
The
Amendment was also filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2022.
Item
2. Exhibits.
The
following exhibits are furnished or filed herewith.
Exhibit No. |
|
|
Description |
4.1 |
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock of Rubicon Technology, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 18, 2017) |
4.2 |
|
|
Section 382 Rights Agreement, dated as of December 18, 2017, between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 18, 2017) |
4.3 |
|
|
Amendment No. 1 to the Section 382 Rights Agreement between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 18, 2020) |
4.4 |
|
|
Amendment No. 2 to the Section 382 Rights Agreement, dated July 1, 2022 between Rubicon Technology, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 5, 2022) |
SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date:
July 11, 2022 |
RUBICON TECHNOLOGY, INC. |
|
(Registrant) |
|
|
|
/s/ Timothy E. Brog |
|
Name: Timothy E. Brog
Title: Chief Executive Officer |
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