0001140361-16-070950.txt : 20160628 0001140361-16-070950.hdr.sgml : 20160628 20160628083033 ACCESSION NUMBER: 0001140361-16-070950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160628 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160628 DATE AS OF CHANGE: 20160628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RiceBran Technologies CENTRAL INDEX KEY: 0001063537 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 870673375 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36245 FILM NUMBER: 161734710 BUSINESS ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 BUSINESS PHONE: 6025223000 MAIL ADDRESS: STREET 1: 6720 N SCOTTSDALE RD STREET 2: SUITE 390 CITY: SCOTTSDALE STATE: AZ ZIP: 85253 FORMER COMPANY: FORMER CONFORMED NAME: NUTRACEA DATE OF NAME CHANGE: 20030930 FORMER COMPANY: FORMER CONFORMED NAME: NUTRASTAR INC DATE OF NAME CHANGE: 20011221 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CONSUMER INTERNATIONAL INC DATE OF NAME CHANGE: 20010418 8-K 1 form8k.htm RICEBRAN TECHNOLOGIES 8-K 6-28-2016

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):  June 28, 2016
 


RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)



California
0-32565
87-0673375
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

6720 N. Scottsdale Road, Suite 390
Scottsdale, AZ
 
85253
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (602) 522-3000

(Former name or Former Address, if Changed Since Last Report.)



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 (see General Instruction A.2. below):

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

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

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

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


Item 8.01 Other Events

On June 28, 2016, RiceBran Technologies issued a press release titled “RiceBran Technologies Announces Preliminary Results of Vote at Annual Shareholder Meeting.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits

(d)
Exhibits

Exhibit
No.
 
Description
99.1
 
Press Release dated June 28, 2016, titled “RiceBran Technologies Announces Preliminary Results of Vote at Annual Shareholder Meeting.”
 

SIGNATURE

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.

 
RICEBRAN TECHNOLOGIES
   
Date:  June 28, 2016
By: 
 /s/ J. Dale Belt
   
Jerry Dale Belt
   
Chief Financial Officer
   
(Duly Authorized Officer)


RiceBran Technologies
Exhibit Index

Exhibit
Number
 
Description
 
Press Release dated June 28, 2016, titled “RiceBran Technologies Announces Preliminary Results of Vote at Annual Shareholder Meeting.”
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1
 
RiceBran Technologies Announces Preliminary Results of Vote at Annual Shareholder Meeting

Large Majority of Shareholders Supported the Company’s Business Strategy and Incumbent Board

SCOTTSDALE, Arizona (June 28, 2016) – RiceBran Technologies (NASDAQ: RIBT and RIBTW) (the “Company”), a global leader in the production and marketing of value added products derived from rice bran, today announced that, based on preliminary noncumulative voting results reported by the independent inspector of elections (the “Inspector”) following the Company's 2016 Annual Meeting of Shareholders (the “Annual Meeting”), a large majority of shareholders have voted on the WHITE proxy card for the Company’s incumbent Board of Directors (the “Board”).

The Inspector also reported that the incumbent Board received more than 5.2 million votes, over 2 million more votes than LF-RB Group’s proposed slate of directors. The Board and LF-RB Group will now proceed with the cumulative voting process in accordance with the Company’s bylaws and applicable law. Based on preliminary numbers it appears likely that the LF-RB Group will be able to elect two, but no more than three, of their director candidates to the Board after the cumulating voting process has been completed. Further, the preliminary estimates lead us to believe that the incumbent Board will retain four or five of the Board’s seven seats – a majority of the Board.

The Company is mindful, however, that shareholders have voiced their desire to see changes to the composition of the Board. As a result, the Board made multiple settlement proposals to LF-RB Group that sought to establish a stronger Board.
 
Robert C. Schweitzer, Chairman of RiceBran Technologies, said, “We are pleased that shareholders have voted a clear majority of their shares in favor of the incumbent Board. This result is a testament to the progress the Board and management have made in implementing the Company’s strategic plan to deliver enhanced returns in the face of considerable economic and geo-political headwinds. LF-RB Group has so far rejected the Board’s very reasonable settlement proposals and continues to demand concessions that would effectively give them control of the Company, even though shareholders voted down their proposal for wholesale change. Nonetheless, the Board is fully committed to engaging in constructive discussions with LF-RB Group and to acting in the best interests of all shareholders.”
 
The preliminary vote count also indicates that RiceBran Technologies shareholders have approved all of the other proposals submitted for a vote at the Annual Meeting, including the compensation of the Company's named executive officers, and ratifying appointment of the Company's independent registered public accounting firm for the year ending December 31, 2016.
 
1

RiceBran Technologies will file final voting results with the Securities & Exchange Commission on a Form 8-K once they are certified by the independent inspector of elections.

About RiceBran Technologies

RiceBran Technologies is a packaged functional food, functional food ingredient, human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from traditional and organic rice bran. RiceBran Technologies has proprietary and patented technology that allows us to convert rice bran, one of the world's most underutilized food sources, into a number of highly nutritious packaged functional foods, functional food ingredients, human food ingredients and animal nutrition products. Our target markets are retailers, brand owners, wholesalers and manufacturers of packaged functional foods, functional food ingredients, human food ingredients and animal nutrition products, both domestically and internationally. More information can be found in the Company's filings with the SEC and by visiting our website at http://www.ricebrantech.com.

Forward-Looking Statements

This release includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. While these statements are made to convey to the public RiceBran’s progress, business opportunities and growth prospects, readers and listeners are cautioned that such forward-looking statements represent management’s opinion. Although management believes that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results may differ materially from those described. RiceBran’s operations and business prospects are always subject to risk and uncertainties. Important factors that may cause actual results to differ are set forth in RiceBran’s filings with the SEC. RiceBran undertakes no obligation to update the results of these forward-looking statements to reflect events or circumstances after today or to reflect the occurrence of unanticipated events. This presentation does not constitute an offer to sell securities including but not limited to within any jurisdiction in which the sale of such securities would be unlawful. This presentation does not constitute a solicitation or offer to sell securities. Such offer and the information set forth herein have not been reviewed, approved or disapproved, nor has the accuracy or adequacy of the information set forth herein been passed upon, by the SEC or any state securities administrator. Any representation to the contrary is a criminal offense. An investment in the securities offered by RiceBran is speculative and involves a high degree of risk. Investment in the securities offered hereby is suitable only for persons of substantial financial means who can afford a total loss of their investment. RiceBran is a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and makes periodic filings with the SEC at the SEC’s website at www.sec.gov. Prospective investors are urged to read these documents and any other relevant documents to be filed by RiceBran with the SEC when they become available because they contain and will contain important information.
 
2

Contacts:

Investors:
Ascendant Partners, LLC
Fred Sommer, 732-410-9810
fred@ascendantpartnersllc.com
 
Media:
ICR
Phil Denning, 646-277-1258
Phil.Denning@icrinc.com
or
Jason Chudoba, 646-277-1249
Jason.Chudoba@icrinc.com
 
 
3