Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2022, Janel Corporation (the "Purchaser") completed its tender
offer (the "Offer") to acquire up to 1,108,000 shares of Rubicon Technology,
Inc.'s (the "Company") common stock, par value $0.001 per share (the "Common
Stock"), at a price per share of $20.00 (the "Acquisition"). According to
American Stock Transfer ("AST"), the depositary for the Offer, a total of
2,202,283 shares of Common Stock, including 96,360 shares tendered in accordance
with the guaranteed delivery procedures (the "Tendered Shares"), were tendered
and not validly withdrawn prior to the expiration of the Offer, representing
approximately 89.42% of the shares of the Common Stock outstanding as of August
19, 2022 on a fully diluted basis. Purchaser has accepted the Tendered Shares
for purchase in accordance with the terms of the Offer on a pro-rata basis to
limit its purchase to 1,108,000 Tendered Shares, representing 44.99% of the
Common Stock outstanding as of August 19, 2022 on a fully diluted basis. The
Offer was made pursuant to the terms and conditions set forth in a Stock
Purchase and Sale Agreement, dated as of July 1, 2022 (the "Sale Agreement")
between the Company and the Purchaser.
In accordance with the Sale Agreement, as of the closing of the Offer, effective
immediately, Jefferson Gramm and Susan Westphal resigned from the Board of
Directors of the Company (the "Board") and the committees of the Board that they
served on. At the time of their resignation, Mr. Gramm and Ms. Westphal both
served on the Audit, Compensation and Nominating and Governance Committees.
Neither of the resigning directors was removed from the Board due to
disagreements with the Company on any matter relating to the Company's
operations, policies or practices. Copies of Mr. Gramm's and Ms. Westphal's
letters of resignation are attached as Exhibits 17.1 and 17.2 hereto and
incorporated herein by reference. In accordance with the Sale Agreement, two
designees of Purchaser became directors of the Company.
As of August 19, 2022, Darren Seirer and John Eidinger each assumed the role of
director of the Company.
Darren Seirer, 48, was appointed as a Class III director whose current term will
expire at the Company's 2022 annual meeting of stockholders. Mr. Seirer is a
private investor and serves as an advisor to Janel Corporation. Mr. Seirer was
previously a principal and portfolio manager at Select Equity Group, L.P. Mr.
Seirer holds a BA in Economics from Columbia University. Mr. Seirer's
qualifications to serve on the Board of the Company include his extensive
experience in finance and acquisitions.
John Eidinger, 42, was appointed as a Class I director whose current term will
expire at the Company's 2023 annual meeting of stockholders. Mr. Eidinger serves
in business development at Janel Corporation. Mr. Eidinger was previously an
associate portfolio manager for Select Equity Group. L.P. from 2011 to 2017.
From 2007 to 2011, Mr. Eidinger served as an analyst and principal at Blum
Capital Partners. From 2002 to 2007, Mr. Eidinger served as an analyst and
associate at Merrill Lynch. Mr. Eidinger holds BS degrees in Finance and
Economics from New York University. Mr. Eidinger's qualifications to serve on
the Board of the Company include his extensive experience in finance and
acquisitions.
Messrs. Seirer and Eidinger have not been involved in any related party
transaction within the meaning of Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended and required to be
disclosed herein.
At the time each of Darren Seirer and John Eidinger assumed the role of
director, the Board had not determined the Board committees, if any, on which
Mr. Seirer or Mr. Eidinger would serve. Michael E. Mikolajczyk and Timothy E.
Brog, who were directors of the Company prior to the closing of the Offer,
remain as directors of the Company.
The foregoing description of certain provisions of the Sale Agreement is
qualified in its entirety by reference to the Sale Agreement, a copy of which
was filed as Exhibit 2.1 to the Form 8-K filed by the Company on July 5, 2022.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
17.1 Letter of Resignation from Jefferson Gramm.
17.2 Letter of Resignation from Susan Westphal.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses