UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the Registrant T
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
☒ |
Supplement to Definitive Proxy Statement |
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Definitive Additional Materials |
☐ |
Soliciting Material Pursuant to Rule 14a‑12 |
RiceBran Technologies
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(4) and 0-11 |
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(1) |
Title of each class of securities to which transaction applies: |
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(2) |
Aggregate number of securities to which transaction applies: |
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(3) |
Per
unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee
is calculated and state how it was determined) |
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(4) |
Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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(1) |
Amount Previously Paid: |
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(2) |
Form, Schedule or Registration Statement No.: |
RiceBran Technologies
6720 N. Scottsdale Road, Suite # 390
Scottsdale, Arizona 85253
SUPPLEMENT TO THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
FOR THE 2016 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 22, 2016
The
following information supplements, amends and, to the extent
inconsistent, supersedes the corresponding information in the Notice of
Annual Meeting of Shareholders and Proxy Statement (the “Proxy
Statement”) of RiceBran Technologies (“RiceBran”, the “Company,” “we,”
“us,” or “our”) dated May 11, 2016 as filed with the Securities and
Exchange Commission (the “SEC”) and previously furnished to shareholders
of the Company in connection with the solicitation of proxies by the
Board of Directors of the Company (the “Board of Directors” or the
“Board”) for use at the Annual Meeting of Stockholders of the Company to
be held at Scottsdale Plaza Resort, 7200 N. Scottsdale Road,
Scottsdale, Arizona 85253, on Wednesday, June 22, 2016, at 9:00 a.m.
local time, and any adjournments, reschedulings, continuations or
postponements thereof (the “Meeting”), which is the same time and place
specified in the Proxy Statement. This supplement to the Proxy Statement
(this “Supplement”) is being filed with the SEC on June 2, 2016. THIS
SUPPLEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND SHOULD BE READ
IN CONJUNCTION WITH THE PROXY STATEMENT. This Supplement is first being
furnished to shareholders of RiceBran on or about June 2, 2016.
Only
shareholders of record at the close of business on April 25, 2016 will
be entitled to notice of and to vote at the Meeting, which is the same
record date specified in the Proxy Statement.
Except
as specifically amended or supplemented by the information contained in
this Supplement, all information set forth in the Proxy Statement
remains accurate and should be considered in casting your vote by proxy
or in person at the Meeting.
RECENT DEVELOPMENTS
On
May 31, 2016, certain purported shareholders representing that they own
approximately 6.7% of the Company’s common stock sent notice (“Nominee
Notice”) to the Company that they intend to nominate their five nominees
to the Company’s Board of Directors at the Meeting pursuant to Article
II, Section 12 of the Company’s bylaws. In addition, on June 1, 2016,
those same purported shareholders presented a demand on the Company to
inspect and obtain a list of the Company’s shareholders.
On
June 1, 2016, LF-RB Management, LLC and certain other participants
named therein filed a preliminary proxy statement and proxy card with
the SEC in which it announced that it intends to solicit “votes” for the
election of its five nominees set forth in its Nominee Notice to
RiceBran’s Board at the Meeting. We are not responsible for the accuracy
of any information provided by or relating to LF-RB Management
contained in any proxy solicitation materials filed or disseminated by,
or on behalf of, LF-RB Management or any other statements that LF-RB
Management may otherwise make. LF-RB Management will choose which of our
shareholders will receive its solicitation materials.
RICEBRAN’S BOARD URGES SHAREHOLDERS TO VOTE ON THE WHITE
PROXY CARD FOR ALL OF THE BOARD’S NOMINEES STANDING FOR ELECTION TO THE
BOARD AT THE MEETING, EACH OF WHOM IS DESCRIBED IN RICEBRAN’S PROXY
STATEMENT. RICEBRAN’S BOARD FURTHER URGES ALL SHAREHOLDERS TO SIGN AND
RETURN TODAY THE WHITE
PROXY CARD INCLUDED WITH RICEBRAN’S PROXY STATEMENT MAILED ON OR ABOUT
MAY 11, 2016 AND TO VOTE FOR ALL OF THE BOARD’S NOMINEES AND OTHER
PROPOSALS SET FORTH IN RICEBRAN’S PROXY STATEMENT. WE STRONGLY URGE YOU
NOT TO SIGN OR RETURN ANY PROXY CARD YOU MAY RECEIVE FROM LF-RB
MANAGEMENT, LLC OR ANY OF ITS AFFILIATES.
YOU CAN VOTE YOUR SHARES BY SIGNING AND DATING THE WHITE
PROXY CARD INCLUDED WITH RICEBRAN’S PROXY STATEMENT MAILED ON OR ABOUT
MAY 11, 2016 AND RETURNING IT IN THE POSTAGE-PAID RETURN ENVELOPE ALSO
INCLUDED THEREWITH. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE BY
FOLLOWING THE INSTRUCTIONS SET FORTH ON SUCH PROXY CARD.
YOUR
VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, WE
REQUEST THAT YOU READ THE PROXY STATEMENT, AS SUPPLEMENTED, AND VOTE
YOUR SHARES AS SOON AS POSSIBLE.
IF
YOUR SHARES ARE HELD FOR YOU BY A BROKER, BANK OR NOMINEE, IT IS
CRITICAL THAT YOU CAST YOUR VOTE BY INSTRUCTING YOUR BANK, BROKER OR
OTHER NOMINEE USING THE WHITE VOTING INSTRUCTION FORM PROVIDED ON HOW TO
VOTE IF YOU WANT YOUR VOTE TO BE COUNTED AT THE MEETING.
Note Regarding Proxy Materials
If shareholders have any questions, require assistance with voting the WHITE proxy card, or need additional copies of the proxy materials, please contact:
Morrow & Co., LLC
Mail: 470 West Avenue, Stamford, CT 08902
Stockholders Call Toll Free: 800-662-5200
Banks and Brokers Call Collect: 203-658-9400
Email: ricebran@morrowco.com
MISCELLANEOUS INFORMATION
Participants in the Solicitation
Under
applicable SEC regulations, members of the Board and certain officers
and employees of the Company are “participants” with respect to the
Company’s solicitation of proxies in connection with the Meeting.
Certain information concerning these “participants” is set forth in the
Proxy Statement and in Annex A hereto.
Solicitation of Proxies; Expenses
As
a result of LF-RB Management’s intended proxy solicitation, we will
incur additional costs in connection with our solicitation of proxies.
We have retained Morrow & Co. LLC (“Morrow”), 470 West Avenue,
Stamford, Connecticut 06902, to assist us in the solicitation of proxies
for a fee of $75,000. RiceBran has agreed to indemnify Morrow against
certain liabilities arising out of or in connection with Morrow’s
engagement. Proxies may be solicited by mail, telephone, facsimile,
telegraph, the Internet, e-mail, newspapers and other publications of
general distribution and in person. Morrow expects that approximately 40
of its employees will assist in the solicitation. As a result of the
proxy contest initiated by LF-RB Management, RiceBran will incur
substantial additional costs in connection with its solicitation of
proxies. Expenses related to the solicitation of proxies from
stockholders, excluding salaries and wages of our employees, are
expected to aggregate up to approximately $225,000, excluding expenses
RiceBran would typically incur in connection with the election of
directors in an uncontested election. These expenses are expected to
include the fees and expenses payable to Morrow; fees of outside counsel
and other advisors to advise RiceBran in connection with the
solicitation; increased mailing costs, such as the potential costs of
additional mailings of solicitation material to shareholders, including
printing costs, mailing costs and the reimbursement of reasonable
expenses of banks, brokerage houses and other agents incurred in
forwarding solicitation materials to beneficial owners of our common
stock. To date, we have incurred approximately $75,000 of these
solicitation costs.
IMPORTANT
Your vote at the Meeting is important, no matter how many or how few shares you own. Please sign and date the WHITE proxy card that was previously sent to you and promptly return it in the postage-paid envelope that was provided to you.
THE
BOARD STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING
INSTRUCTION FORM THAT YOU MAY RECEIVE FROM LF-RB MANAGMENT OR ANY
PERSON OTHER THAN RICEBRAN. Any proxy you sign from LF-RB Management for any reason could invalidate previous WHITE proxy cards sent by you to support RiceBran’s Board of Directors and its other proposals.
Only
your latest dated, signed proxy card or voting instruction form will be
counted. Any proxy may be revoked at any time prior to its exercise at
the Meeting as described in the Proxy Statement.
IMPORTANT!
PLEASE VOTE THE WHITE PROXY CARD TODAY!
WE URGE YOU NOT TO SIGN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT MAY BE SENT TO YOU BY LF-RB MANAGEMENT, LLC
Remember,
you can vote your shares by telephone or via the Internet. Please
follow the easy instructions on the WHITE proxy card.
If you have any questions or need assistance in voting your shares, please contact our proxy solicitor:
MORROW & CO., LLC
470 West Avenue, Stamford, CT 06902
Call Toll Free: 800-662-5200
Call Direct: 203-658-9400
Email: ricebran@morrowco.com
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ANNEX A
ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Under
applicable SEC rules and regulations, members of the Board, the Board’s
nominees, and certain officers and other employees of the Company are
“participants” with respect to the Company’s solicitation of proxies in
connection with the Meeting. The following sets forth certain
information about the persons who are “participants.”
Directors and Nominees
The
following table sets forth the names and business addresses of the
Company’s directors (all of whom are also nominees for director) as well
as the names and principal business addresses of the corporation or
other organization in which the principal occupations or employment of
the directors is carried on. The principal occupations or employment are
set forth under the heading “Proposal 1: Election of Directors” in the
Proxy Statement. The business address of each of our directors is c/o
RiceBran Technologies, 6720 N. Scottsdale Road, Suite # 390, Scottsdale,
Arizona 85253.
Name
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Business Name and Address
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W. John Short
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RiceBran Technologies, Chief Executive Officer
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Marco V. Galante
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The J.H. Chapman Group
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David Goldman
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D. Goldman Professional Services, LLC
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Baruch Halpern
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Halpern Capital, Inc.
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Henk W. Hoogenkamp
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Independent Management Consultant
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Robert C. Schweitzer
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RCS Mediation and Consulting Services
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Peter A. Woog
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Consultant, Business and Financial Planning
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Certain Officers
The
following table sets forth the name and principal occupation of the
Company’s officer and employee who is a “participant” other than the
Company’s Chief Executive officer who is included in the table above for
the Company’s Directors and Nominees. The business address of such
officer is c/o RiceBran Technologies, 6720 N. Scottsdale Road, Suite #
390, Scottsdale, Arizona 85253.
Name
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Principal Occupation
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Jerry Dale Belt
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Chief Financial Officer, Chief Accounting Officer and Executive Vice President
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Information Regarding Ownership of the Company’s Securities by Participants
The
number of the Company’s securities beneficially owned by directors and
named executive officers as of April 29, 2016 is set forth under the
heading “Security Ownership of Certain Beneficial Owners and Management”
in the Proxy Statement.
Information Regarding Transactions in the Company’s Securities by Participants
The
following table sets forth purchases of the Company’s securities during
the past two years by the persons listed above under “Directors and
Nominees” and “Certain Officers” and their affiliates. No sales of
securities were made by such persons during the past two years. Unless
otherwise indicated, all transactions were in the public market or
pursuant to the Company’s equity compensation plans and none of the
purchase price or market value of the securities listed below is
represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities.
Company Securities Purchased (May 30, 2014 through June 1, 2016)
Name
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Date
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Number of Shares Acquired
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Notes
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W. John Short
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5/30/14
8/19/14
8/21/14
9/3/14
11/19/14
6/23/15
9/1/15
11/17/15
11/24/15
3/31/16
5/23/16
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12,777
123,821
2,000
2,000
5,000
36,023
10,000
8,000
5,000
10,000
10,000
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(1)
(2)
(3)
(3)
(3)
(2)
(3)
(3)
(3)
(3)
(3)
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Marco Galante
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6/23/15
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11,527
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(4)
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David Goldman
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8/13/15
8/19/14
11/20/14
6/23/15
9/3/15
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7,000
16,772
5,000
11,527
4,000
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(3)
(4)
(3)
(4)
(3)
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Baruch Halpern
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5/30/14
8/19/14
6/23/15
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710,055
16,772
11,527
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(1)
(4)
(4)
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Henk Hoogenkamp
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8/19/14
6/23/15
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16,772
11,527
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(4)
(4)
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|
|
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Robert Schweitzer
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8/19/14
6/23/15
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20,964
14,409
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(4)
(4)
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Peter Woog
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8/19/14
11/18/14
6/23/15
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12,579
15,000
11,527
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(4)
(3)
(4)
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Jerry Dale Belt
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8/13/14
8/19/14
12/14/14
6/23/15
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5,000
42,099
5,000
18,372
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(3)
(2)
(3)
(2)
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Notes:
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(1) |
Represents the acquisition of shares of common stock in exchange for outstanding warrants. |
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(2) |
Represents the issuance of common stock as executive compensation. |
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(3) |
Open market purchase. |
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(4) |
Represents the issuance of common stock as director compensation. |
Miscellaneous Information Concerning Participants
Except
as described in this Annex A or in the Proxy Statement, neither any
participant nor any of their respective associates or affiliates
(together, the “Participant Affiliates”) is either a party to any
transaction or series of transactions since January 1, 2015 or has
knowledge of any current proposed transaction or series of proposed
transactions (i) to which the Company or any of its subsidiaries was or
is to be a participant, (ii) in which the amount involved exceeds
$120,000 and (iii) in which any participant or Participant Affiliate
had, or will have, a direct or indirect material interest. Furthermore,
except as described in this Annex A or in the Proxy Statement, (a) no
participant or Participant Affiliate, directly or indirectly,
beneficially owns any securities of the Company or any securities of any
subsidiary of the Company, and (b) no participant owns any securities
of the Company of record but not beneficially.
Except
as described in this Annex A or in the Proxy Statement, no participant
or Participant Affiliate has entered into any agreement or understanding
with any person with respect to any future employment by the Company or
any of its affiliates or any future transactions to which the Company
or any of its affiliates will or may be a party. As reported on Form 8-K
filed with the SEC on May 24, 2016, effective May 18, 2016, the Company
and Mr. Belt, the Company’s Chief Financial Officer, entered into a
fifth amendment to Mr. Belt’s employment agreement extending its term
until June 1, 2017.
Except
as described in this Annex A or in the Proxy Statement, there are no
contracts, arrangements or understandings by any participant or
Participant Affiliate since January 1, 2015 with any person with respect
to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits, or the
giving or withholding of proxies.
Except
as described in this Annex A or in the Proxy Statement, and excluding
any director or executive officer of the Company acting solely in that
capacity, no person who is a party to an arrangement or understanding
pursuant to which a nominee for election as director is proposed to be
elected has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon at the Meeting.
The information required by Item 402(t) is not applicable.
A-3