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RBCN > SEC Filings for RBCN > Form 8-K on 3-Jan-2013All Recent SEC Filings

Show all filings for RUBICON TECHNOLOGY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for RUBICON TECHNOLOGY, INC.


3-Jan-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financi


Item 1.01. Entry into a Material Definitive Agreement.

On January 2, 2013, Rubicon Technology, Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan Agreement") with Silicon Valley Bank (the "Lender"). The Loan Agreement provides for total revolving loan availability of $25 million and is secured by substantially all of the Company's assets (other than intellectual property). The Loan Agreement is guaranteed by the Company's wholly-owned domestic subsidiary, Rubicon Worldwide LLC. The Loan Agreement is scheduled to mature on January 2, 2016.

Borrowings under the Loan Agreement will bear interest at different rates depending upon whether the Streamline Period (as defined in the Loan Agreement) is in effect and whether the advance is a LIBOR advance or a Prime Rate advance (as provided in the Loan Agreement). If the Streamline Period is not in effect, the applicable rate will be LIBOR plus 2.75% per annum for LIBOR advances and The Wall Street Journal Prime Rate plus 0.50% per annum for Prime Rate advances. If the Streamline Period is in effect, the applicable rate will be LIBOR plus 2.25% per annum for LIBOR advances and The Wall Street Journal Prime Rate per annum for Prime Rate advances.

The Loan Agreement contains customary affirmative and negative covenants that, among other things, require the Lender's consent in order for the Company to:

• pledge or otherwise encumber assets other than to the Lender, subject to certain exceptions;

• enter into additional borrowings or guarantees, except for ordinary course of business trade debt and debt subordinated to the Lender, subject to certain exceptions;

• repurchase capital stock; and

• pay dividends.

The Loan Agreement also contains a financial covenant which requires the Company to maintain a specified ratio of (i) unrestricted cash plus net billed accounts receivable to (ii) obligations under the Loan Agreement plus current liabilities, which ratio is tested on a quarterly basis.

The foregoing description is not complete and is qualified in its entirety by reference to the full Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.



Item 8.01. Other Events.

On January 3, 2013, the Company issued a press release announcing the entry into the Loan Agreement. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description
10.1              Loan and Security Agreement by and between Rubicon Technology,
                  Inc. and Silicon Valley Bank, dated as of January 2, 2013

99.1              Press Release dated January 3, 2013


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