United States securities and exchange commission logo
March 1, 2022
Jurgita Ashley
Thompson Hine
3900 Key Center
127 Public Square
Cleveland, OH 44114
Re: Rubicon Technology,
Inc.
Soliciting
Materials filed pursuant to Rule 14a-12 on February 24, 2022
Filed by Paragon
Technologies, Inc. and Hesham M. Gad
File No. 001-33834
Dear Ms. Ashley:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Soliciting Materials filed pursuant to Rule 14a-12 on February 24, 2022
Soliciting Materials, page 4
1. Each statement or
assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual
basis must exist for each such opinion or belief. Support for opinions
or beliefs should be
self-evident, disclosed in the proxy statement or provided to the staff
on a supplemental
basis. Provide support for:
your disclosure
in the fifth bullet point on slide 4 of your presentation that the
company has taken
actions that "...have insulated insiders from ANY accountability
from outside owners
of RBCN." In this respect, we note, for example, that the
staggering of the
board of directors does not appear to prevent security holders from
electing directors
other than incumbent directors.
your disclosure
in slide 11 that certain tax assets "...will NEVER materialize."
your disclosure
in slide 14 that certain security holders were allowed to hold more
Jurgita Ashley
3900 Key Center
March 1, 2022
Page 2
shares than allowed under the poison pill because of a
"...friendly history with the
current CEO..."
your disclosure in the last bullet point on page 28.
Soliciting Materials, page 9
2. Please provide us support for your assertion that the losses related
to Direct Dose totaled
over $1 million.
Soliciting Materials, page 20
3. Please provide us supplemental support for the referenced potential
target company and its
expression of "good faith interest."
Soliciting Materials, page 22
4. Please provide us support for the projections included in slide 22,
and for the "Today"
column and the first bullet point in the "Tomorrow" column on slide
23.
5. With a view toward revised future disclosure, please provide support
for your expectations
for the combined company should RBCN acquire the target company you
have identified.
Soliciting Materials, page 26
6. Please revise future similar statement to clarify which of your
proposed actions require
security holder approval and to describe the ability of any directors
you nominate to carry
out action at the board level.
7. With a view toward more fulsome future disclosure, please tell us how
you "will" deliver
quality revenues and profits. Your statement appears to be a guarantee
of future financial
results.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNameJurgita Ashley Sincerely,
Comapany Name3900 Key Center
Division of
Corporation Finance
March 1, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName