Unassociated Document
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) August 21,
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
3.02 Unregistered Sales of Equity Securities.
On August
21, 2009, the Registrant authorized the issuance of 500,000 shares of its common
stock to Kathleen McPherson that were previously authorized but remained
unissued. The Registrant believes that the issuance of the shares will be exempt
from registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2). The shares will be issued directly by the
Registrant and will not involve a public offering or general solicitation. The
recipient of the shares was afforded an opportunity for effective access to
files and records of the Registrant that contained the relevant information
needed to make her investment decision, including the Registrant’s financial
statements and 34 Act reports. The Registrant reasonably believed that the
recipient, immediately prior to authorization the issuance of the shares, had
such knowledge and experience in the Registrant’s financial and business matters
that she was capable of evaluating the merits and risks of her investment. The
recipient had the opportunity to speak with Registrant’s management on several
occasions prior to her investment decision.
On August
21, 2009, the Registrant awarded a total of 1,343,750 shares of its restricted
common stock for bonuses to twenty-three people associated with two of its
wholly owned subsidiaries. Such shares shall be restricted for a period of
twelve months. The shares were awarded pursuant to the Rubicon Financial
Incorporated 2007 Acquisition Stock Plan and registered on the Form S-8 filed on
July 30, 2009.
Item
8.01 Other Events
On August 21, 2009, the Registrant
issued a press release announcing its second quarter 2009 financial results. A
copy of the press release is attached hereto as Exhibit 99.
Item
9.01 Exhibits
(d)
Exhibits.
Exhibit
Number
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Description
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99
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Press
release announcing second quarter 2009 financial results, dated August 21,
2009.
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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:
August 25, 2009