Rubicon Financial, Inc (fka RBCF)

[Rager]

Entry into a Material Definitive Agreement

Form 8-K for RUBICON FINANCIAL INC


24-Jan-2008





Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2007, the Registrant originally entered into an agreement and plan of merger (the "Merger Agreement") by and among the Registrant, RFI Sub, Inc., a California corporation and wholly-owned subsidiary of the Registrant ("Merger Sub"), and Grant Bettingen, Inc. ("GBI"). On September 7, 2007, the Registrant, Merger Sub, and GBI entered into Amendment No. 1 to the Merger Agreement, whereby the termination date of the Merger was extended from January 31, 2008 to March 31, 2008. Concurrent with the Amendment, the Registrant purchased 15% of GBI prior to the consummation of the Merger. Under the terms of the Merger Agreement, Merger Sub will be merged with and into GBI, with GBI as the surviving corporation and new wholly owned subsidiary of the Registrant.

The foregoing description of the Merger Agreement and Amendment No. 1 to the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.7 to the Form 8-K filed on July 5, 2007 and Amendment No. 1 filed as Exhibit 2.7(b) to the Form 8-K filed on September 14, 2007.

On January 23, 2008, the Registrant, Merger Sub, and GBI entered into Amendment No. 2 to the Merger Agreement. Pursuant to the amendment, Section 8.1 of the Merger Agreement was amended to extend the termination date of the Merger from March 31, 2008 to June 30, 2008. In addition, the Registrant deposited $200,000 with GBI, which shall be used by GBI to maintain its net capital at $200,000. If the CMA (as defined in the Merger Agreement) is not approved by the FINRA, GBI shall immediately return the $200,000 to the Registrant.

The foregoing description of the Amendment No. 2 to the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Amendment No. 2, attached to this Current Report as Exhibit 2.7(c) and is incorporated into this Item by reference.

The completion of the merger is subject to the satisfaction of several conditions, including the following: (i) the FINRA approval of GBI's Continuation in Membership Application; (ii) the execution of employment agreements between the Surviving Entity and key GBI employees; the execution of an employment agreement between the Registrant and Grant Bettingen as well as a non-competition agreement from Grant Bettingen; (iv) the delivery by GBI of audited financial statements; and (v) such other customary conditions with respect to transactions of this type.