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) July 15,
2009
RUBICON
FINANCIAL INCORPORATED
(Exact
name of registrant as specified in its charter)
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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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¨
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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 Entry into a Material Definitive Agreement.
In connection with the appointment of
Kathleen McPherson and Todd Torneo as new members of the Registrant’s board of
directors, as described in Item 5.02 below, the Registrant entered into
indemnity agreements with Ms. McPherson and Mr. Torneo. A copy of the indemnity
agreements are attached hereto as Exhibits 10.1 and 10.2,
respectively.
Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) Removal of
Director
Effective July 10, 2009, Todd Vande Hei
was removed as a member of the Registrant’s board of directors pursuant to a
majority written consent in lieu of an annual stockholders meeting by
stockholders holding approximately 57.69% of the Registrant’s outstanding common
stock. The Registrant filed a definitive information statement with the SEC on
June 19, 2009 disclosing the written consent and actions taken thereunder, which
is available on the SEC’s website (www.sec.gov).
(d) Appointment of
Directors
On July 15, 2009, the Registrant’s
board of directors appointed Kathleen McPherson and Todd Torneo as new members
of the board of directors. There were no arrangements or understandings between
either Ms. McPherson or Mr. Torneo and any other person relating to each of
their respective appointments as a director. Additionally, Ms. McPherson and Mr.
Torneo will be entitled to the established directors’ compensation of 2,500
restricted shares for each year of service as well as $500 for each meeting of
the board and travel expenses, if required, which shall not exceed $2,000 per
annum.
Kathleen
McPherson. Since
September 11, 2007, Ms. McPherson (age 52) has been a consultant for the
Registrant and its broker/dealer subsidiary, Grant Bettingen, Inc., providing
services in the area of corporate structure, marketing, strategic alliances, and
other matters relating to the Registrant’s management and growth. Ms. McPherson
is also a registered representative with Grant Bettingen, Inc. Ms. McPherson
has 31 years experience in the securities industry and has been involved in
the start-up of a broker-dealer in 1991 (Brookstreet Securities Corporation),
and formed a Registered Investment Advisor in 1993, growing the firm from 15 to
over 650 account executives with over $120,000,000 in annual
revenues. At this same company, the Alternative Investment area under
Ms. McPherson’s direction grew to approximately $300,000,000 in gross annual
sales over a six year period. Ms. McPherson left Brookstreet in June
of 2007. Ms. McPherson also has investment banking experience in the formation,
marketing and distribution of securities offerings through both public and
private placements since 1978. From 1984 to 1990, she was the sole
principal responsible for operating the Syndication Division and Broker-Dealer
arm of Keystone Mortgage Company in Los Angeles, California, which structured
public and private placement real estate investments distributed through the
broker-dealer channel. Ms. McPherson graduated from San Diego State
University in 1979 with a B.S. in Business and holds nine separate securities
and principal licenses.
Todd
Torneo. Since February of 2007, Mr. Torneo (age 42) has been the
president and a director the Registrant’s insurance subsidiary, Rubicon
Financial Insurance Services, Inc., which was previously known as Torneo
Insurance Group, Inc. (founded in October of 2005). Prior to founding Torneo
Insurance Group, from 2001 through 2006, Mr. Torneo managed Insurance operations
for Wholesale Insurance Services, Inc. Over the course of his
employment at Wholesale Insurance Services, Mr. Torneo grew the Property
Casualty department from $300K in revenue to $1.1 Million. From 1997
through 2001, Mr. Torneo was a series 7 broker with Tradeway Securities Group,
where he focused his energy on corporate finance and investment banking in the
technology sector.
There are
no current or proposed plans, contracts or arrangements (whether or not written)
between the Registrant and either Ms. McPherson or Mr. Torneo or their immediate
families, requiring disclosure under Regulation S-K promulgated by the
SEC.
Item
3.02 Unregistered Sales of Equity Securities.
On July
15, 2007, the Registrant authorized the issuance of 2,500 shares of its common
stock to each of its three directors; Messrs. Mangiapane, Jr. and Torneo and Ms.
McPherson (7,500 shares total) as consideration for their services for fiscal
2009. The Registrant believes that the issuance of the shares described above
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 recipients of the shares were afforded an opportunity for
effective access to files and records of the Registrant that contained the
relevant information needed to make their investment decisions, including the
Registrant’s financial statements and 34 Act reports. The Registrant reasonably
believed that the recipients, immediately prior to authorization the issuance of
the shares, had such knowledge and experience in the Registrant’s financial and
business matters that they were capable of evaluating the merits and risks of
their investment. The recipients had the opportunity to speak with Registrant’s
management on several occasions prior to their investment
decisions.
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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Indemnity
Agreement between the Registrant and Kathleen McPherson dated July 15,
2009.
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10.2
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Indemnity
Agreement between the Registrant and Todd Torneo dated July 15,
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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By:
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Joseph
Mangiapane, Jr., Chief Executive
Officer
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Date:
July 20, 2009