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) June 11,
2009
RUBICON
FINANCIAL INCORPORATED
(Exact
name of registrant as specified in its charter)
Delaware
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000-29315
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13-3349556
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4100
Newport Place, Suite 600
Newport
Beach, California
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92660
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (949)
798-7220
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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June
11, 2009, a majority of the Registrant’s board of directors voted to amend (i)
Article II, Section 2 of the Registrant’s bylaws to remove the power of the
president, or the Registrant’s shareholders holding in excess of 10% of the
outstanding shares of common stock, from being able to call a special
shareholder meeting, and (ii) Article III, Section 1(a) of the Registrant’s
bylaws to set the number of board members at three. The original and amended
sections of the bylaws are as follows:
Original
Article II, Section 2:
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Section 2 – Special
Meeting:
Special
meetings of the shareholders may be called at any time by the Board of Directors
or by the President, and shall be called by the President or the Secretary at
the written request of the holders of ten percent (10%) of the shares then
outstanding and entitled to vote there or as otherwise required under the
provisions of the Business Corporation Act.
Revised
Article II, Section 2:
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Section 2 – Special
Meeting:
Special
meetings of the shareholders may be called at any time by a majority of the
Board of Directors.
Original
Article III, Section 1(a):
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Section 1 – Number Election
and Term of Office:
(a) The
number of the directors of the Corporation shall be five (5), unless and until
otherwise determined by vote of a majority of the entire board of Directors. The
number of Directors shall not be less than three, unless all of the outstanding
shares are owned beneficially and of record by less than three shareholders, in
which event the number of directors shall not be less than the number of
shareholders permitted by statute.
Revised
Article III, Section 1(a):
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Section 1 – Number Election
and Term of Office:
(a) The
number of the directors of the Corporation shall be three (3), unless and until
otherwise determined by vote of a majority of the entire board of Directors. The
number of Directors shall not be less than three, unless all of the outstanding
shares are owned beneficially and of record by less than three shareholders, in
which event the number of directors shall not be less than the number of
shareholders permitted by statute.
The Registrant intends to file its
amended and restated bylaws as an exhibit to its quarterly report on Form 10-Q
for the period ending June 30, 2009.
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.
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Rubicon
Financial Incorporated
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By:
/s/ Joseph Mangiapane,
Jr.
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Joseph
Mangiapane, Jr., Chief Executive
Officer
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Date:
June 17, 2009