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RBCN > SEC Filings for RBCN > Form 8-K on 24-Mar-2014All Recent SEC Filings

Show all filings for RUBICON TECHNOLOGY, INC.



Entry into a Material Definitive Agreement, Other Events, Financial Stat

Item 1.01 Entry Into a Material Definitive Agreement

On March 19, 2014, Rubicon Technology, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity Inc., as representative of the underwriters named therein (the "Underwriters"), and the selling stockholders listed on Schedule D thereto (the "Selling Stockholders"), relating to an underwritten public offering of 2,500,000 shares (the "Firm Shares") of the Company's common stock, par value $0.001 per share, by the Selling Stockholders at a price to the public of $13.00 per share. The Company granted the Underwriters a 30-day overallotment option to purchase up to an additional 375,000 shares (the "Option Shares" and, together with the Firm Shares, the "Shares") from the Company. On March 20, 2014, the Underwriters exercised the overallotment option in full.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholders. It also provides for customary indemnification by the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

This offering closed on March 24, 2014. The Company did not receive any proceeds from the sale of the Firm Shares by the Selling Stockholders. The Company intends to use the net proceeds of approximately $4.3 million from the sale of the Option Shares to fund its research and development of new products, for expansion and to provide funds for general corporate purposes.

This offering was made pursuant to the Company's effective registration statement on Form S-3 (File No. 333-192536) filed with the Securities and Exchange Commission on November 25, 2013, amended by Amendment No. 1 on December 6, 2013, and declared effective on December 13, 2013, and the related prospectus supplement. A legal opinion relating to the Shares is included as Exhibit 5.1 hereto.

Item 8.01 Other Events

On March 18, 2014, the Company issued a press release announcing the offering. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On March 19, 2014, the Company issued a press release announcing the pricing of the offering. A copy of this press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Number                                    Description

1.1        Underwriting Agreement, dated March 19, 2014, by and among Rubicon
           Technology, Inc., the Selling Stockholders named therein and Canaccord
           Genuity Inc., as representative of the underwriters named therein

5.1        Opinion of Winston & Strawn LLP

     23.1   Consent of Winston & Strawn LLP (included in Exhibit 5.1 hereto)

     99.1   Press Release, dated March 18, 2014

     99.2   Press Release, dated March 19, 2014

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