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
19, 2009, the Registrant received a letter from a holder of the Registrant’s 8%
Series A Convertible Preferred Stock (“Preferred Stock”) to demand the
withdrawal of the June 11, 2009 amendments to the Registrant’s
bylaws.
On or
about June 11, 2009, a majority of the Registrant’s board of directors attempted
to amend (i) Article II, Section 2 of the Registrant’s bylaws, and (ii) Article
III, Section 1(a) of the Registrant’s bylaws.
Any
amendment to the Registrant’s bylaws required the consent of a majority of the
holders of the Preferred Stock, which was not obtained. A copy of the Amended
and Restated Certificate of Designation specifying the rights and preferences of
the Preferred Stock was filed as Exhibit 4.1 to the Registrant’s Form 10-Q filed
with the SEC on November 19, 2008. Because the holders of the Preferred Stock
did not consent to the bylaw amendments, the amendments are deemed to be null and void and of no effect.
The
original sections of the bylaws, which are in full force and effect, are as
follows:
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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.
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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.
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:
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/s/
Joseph Mangiapane, Jr. |
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Joseph
Mangiapane, Jr., Chief Executive Officer |
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Date:
June 19, 2009