rubicon_8-k.htm
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) February 1,
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
|
|
(State
or other jurisdiction of incorporation)
|
(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
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19200
Von Karman Avenue, Suite 350
Irvine,
California 92612
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|
(Former
name or former address, if changed since last
report)
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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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¨
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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
1.01 Material Agreements
On
February 5, 2009, in accordance with the engagement of Todd Vande Hei, a current
director of the Registrant, to provide Interim Non-Employee COO services for the
Registrant, as described in Item 5.02(c) below, the Registrant entered into an
interim COO agreement with Bootstrap Real Estate Investments, LLC, whereby Mr.
Vande Hei as the Managing Member of Bootstrap, agreed to perform the duties and
responsibilities of Chief Operating Officer for the Registrant for a period of 3
months. Upon completion of minimum financing by the Registrant of $1,000,000,
the Registrant has agreed to appoint Mr. Vande Hei as a fulltime employee as the
Registrant’s COO. If the financing is not achieved then the term of the
agreement is to last 3 months from the date of execution. The Registrant agreed
to issue Bootstrap 120,000 shares of restricted common stock for all services
rendered by Mr. Vande Hei under the Agreement. In addition, Mr. Vande Hei will
be eligible for certain to be determined bonuses during the term of the
Agreement.
A
copy of Bootstrap’s engagement agreement is attached hereto as Exhibit
10.1.
Item
3.02 Unregistered Sales of Equity Securities
On February 5, 2009, the Registrant
agreed to issue Bootstrap Real Estate Investments, LLC, a company controlled by
Todd Vande Hei, a director, executive officer and current shareholder of the
Registrant, 120,000 shares of restricted common stock for services valued at
$30,000, or $0.25 per share. The Registrant believed
that the issuance of the shares will be exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2).
Boorstrap, through Mr. Vande Hei was afforded an opportunity for effective
access to the Registrant’s files and records that contained the relevant
information needed to make its investment decision, including the Registrant’s
financial statements and 34 Act reports. The Registrant reasonably believed that
Bootstrap, immediately prior to agreeing to issue the shares, had such knowledge
and experience in financial and business matters that it was capable of
evaluating the merits and risks of its investment. Mr. Vande Hei had the
opportunity to speak with the Registrant’s CEO on several occasions prior to the
investment decision.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(a) Resignation of
Directors
On February 1, 2009, Terence Davis,
Bradley Bunch and James Udel resigned as members of the Registrant’s board of
directors. Messrs. Davis’, Bunch’s and Udel’s resignations were effective
immediately. The Registrant is not aware of any disagreement Messrs. Davis,
Bunch or Udel may have with it on any matter relating to the Registrant’s
operations, policies or practices.
(c) Appointment of
Officer
On
February 5, 2009, the Registrant appointed Todd Vande Hei, a current director of
the Registrant, to serve as its interim Chief Operating Officer.
In
conjunction with Mr. Vande Hei’s appointment, the Registrant entered into an
agreement with Bootstrap Real Estate Investments, LLC discussed in Item 1.01
above.
Todd Vande
Hei has been a Director of the Registrant since July 2007 and serves on
the Audit Committee and the Governance, Compensation and Nominating
Committee. He is currently a manager and member of several Real
Estate related LLC’s, including Bootstrap Real Estate Investments, LLC, and Real
Estate holding, new construction, and property management. From 1998 through
2005 he held the following positions at Fabrica International (Santa Ana, CA), a
Carpet and Rug Manufacturer, Distributor, Importer/Exporter, and a wholly-owned
subsidiary of The Dixie Group (Chattanooga, TN), including Officer and Vice
President of The Dixie Group: President, Vice President of Sales, and Regional
Manager. From 1995 to 1998 he was the owner-operator of a Manufacturers’ Agency
in the Flooring Industry and a Regional Vice President of Shaw Industries, a
division of Berkshire Hathaway. From 1992 to 1995 he held the position of Group
President for College Craft Enterprises, managing the Chicago Metropolitan
Area’s Operations, Sales and Marketing. From 1990 to 1992 Mr. Vande Hei worked
in Sales for Fabrica International. He is a graduate of the Leadership for
Extraordinary Performance Program at the University of Virginia’s Darden School
of Business and was a trainer at The Dixie Group’s Leadership Legacy Program. In
1990 he graduated from St. John’s University with a B.A. in
Management.
Item
9.01 Exhibits
(c)
EXHIBITS
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Exhibit Number
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Description
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10.1
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Interim
COO agreement with Bootstrap Real Estate Investments, LLC dated February
5, 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.
Rubicon
Financial Incorporated
By:
/s/ Joseph Mangiapane,
Jr.
Joseph
Mangiapane, Jr., Chief Executive Officer
Date:
March 2, 2009