Rubicon Financial, Inc (fka RBCF)

[Rager]

RBCF -- Form 8-K


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RUBICON FINANCIAL INC files Form 8-K, Current Report

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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) December 7, 2006



RUBICON FINANCIAL INCORPORATED

(Exact name of registrant as specified in its charter)





Delaware
000-29315
13-3349556

(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)




19200 Von Karman, Suite 350

Irvine, California


92612

(Address of Principal Executive Offices)
(Zip Code)




Registrant’s telephone number, including area code: [phone]



Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 400

San Diego, CA 92101

[phone]

Fax [phone]



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:



o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







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Section 1 – Registrant’s Business and Operations



Item 1.01 Entry into a Material Definitive Agreement



(a)
On January 1, 2007, Rubicon Financial Incorporated (the “Registrant”) entered into an employment agreement (“Employment Agreement”) with Joseph Mangiapane, Jr., its Chief Executive Officer. The Employment Agreement provides for a three year term commencing on January 1, 2007 and expiring on December 31, 2010, with an automatic two year renewals unless otherwise terminated as described in the agreement. Mr. Mangiapane is entitled to the following compensation pursuant to the Employment Agreement.





•
The Registrant has agreed to pay Mr. Mangiapane a base salary of $9,000 per month with yearly adjustments being determined by specified criteria and the Registrant’s Board of Directors.



•
Mr. Mangiapane is entitled to incentive compensation determined after the completion of the annual independent audit and based upon the Registrant’s net operating profits before taxes, interest, any other executive bonuses paid, depreciation and amortization (“EBITBDA”) and a cumulative scaled percentage. The incentive compensation is limited to six times Mr. Mangiapane’s base salary.



•
As a signing bonus, Mr. Mangiapane shall be granted an option to purchase 500,000 shares of the Registrant’s common stock for $1.00 per share for a period of five (5) years.



•
Mr. Mangiapane will be eligible to participate in the Registrant’s Stock Option Plan and Stock Purchase Plan during the term of his employment.



•
In the event the Registrant terminates Mr. Mangiapane’s employment agreement without “cause” (as defined in the Employment Agreement) or Mr. Mangiapane resigns with “good reason” (as defined in the Employment Agreement), Mr. Mangiapane shall be entitled to receive, through the end of the term his base salary and incentive compensation.



•
If the Employment Agreement is terminated for “cause” (as defined in the Employment Agreement), Mr. Mangiapane shall receive his base salary and incentive compensation through the date of termination. However, if a dispute arises between the Registrant and Mr. Mangiapane that is not resolved within 60 days and neither party initiates arbitration, the Registrant has the option to pay Mr. Mangiapane a lump sum of 6 months base salary as “severance payment” rather than pay Mr. Mangiapane’s salary and incentive compensation through the date of termination.



•
In the event Mr. Mangiapane becomes so incapacitated by reason of accident, illness, or other disability whereby he is unable to carry on substantially all of his normal duties for a continuous period of 120 days, the Employment Agreement will terminate and Mr. Mangiapane will receive (1) through the end of the fiscal year his incentive compensation and (2) his base salary for a 6 month period reduced by the amount of any payment received from disability insurance proceeds.



•
In the event Mr. Mangiapane dies during the term of the Employment Agreement, the Registrant shall pay to the estate of Mr. Mangiapane his incentive compensation and his base salary for a period of 6 months.





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A copy of Employment Agreement is attached hereto as Exhibit 10.3



Section 3 – Securities and Trading Markets . . .


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