UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549





FORM 10-K/A

(Amendment No. 1)





(Mark one)

|þ | Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2008 or
|- | -----------------------------------------------------------------------------------------------------------------------------------



| ̈ | Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period
from             to
|- | --------------------------------------------------------------------------------------------------------------------------------------

Commission file number 001-33834

RUBICON TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 36-4419301                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|9931 Franklin Avenue Franklin Park, Illinois                   |  | 60131                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code: (847) 295-7000

Securities registered pursuant to Section 12(b) of the Act:



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of each class                      |  | Name of each exchange on which registered
|Common Stock, Par Value $0.001 per share |  | The NASDAQ Global Market                 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes   ̈    No  þ

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈    Accelerated filer  þ    Non-accelerated
filer   ̈    Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  þ

As of June 30, 2008, there
were 13,690,927 shares of common stock outstanding held by nonaffiliates of the registrant, and the aggregate market value of the common stock (based upon the closing price of these shares on the NASDAQ Global Market) was approximately $278,199,637
million.

The number of shares of the registrants common stock outstanding as of the close of business on March 6, 2009 was
20,054,536.

Documents incorporated by reference:

Portions of the Registrants Proxy Statement for its Annual Meeting of Stockholders are incorporated by reference into Part III, provided, that if such proxy statement is not filed with the Commission within 120
days after the end of the fiscal year covered by this Form 10-K/A, an amendment to this Form 10-K/A shall be filed no later than the end of such 120-day period.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, originally filed with the Securities and Exchange Commission on March 13,
2009 (the Original Report), is being filed for the sole purpose of amending and restating the number of shares outstanding as of the close of business on March 6, 2009, as listed on the cover page of the Original Report. This Form 10-K/A
does not amend, update or change any other items or disclosure in the Original Report or reflect events that occurred after the date of the Original Report. Therefore, this Amendment should be read in conjunction with our Original Report.

We have also included as exhibits the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial
statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 26, 2009.



Rubicon Technology, Inc.By

/s/ William F. WeissmanWilliam F. Weissman Chief Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities indicated on March 26, 2009.



|                                            |  |                                                                              
|------------------------------------------- |  | -----------------------------------------------------------------------------
|Signature                                   |  | Title                                                                        
|                                            | 
|* Raja M.
Parvez                            |  | Director, President and Chief Executive Officer (Principal Executive Officer)
|                                            | 
|/s/ William F. Weissman William F. Weissman |  | Chief Financial Officer (Principal Financial and Accounting Officer)         
|                                            | 
|* Don N.
Aquilano                           |  | Chairman of the Board of Directors                                           
|                                            | 
|* Donald R. Caldwell                        |  | Director                                                                     
|                                            | 
|* Gordon
Hunter                             |  | Director                                                                     
|                                            | 
|* Michael E. Mikolajczyk                    |  | Director                                                                     
|                                            | 
|* Raymond J. Spencer                        |  | Director                                                                     



|     |  |                                         
|---- |  | ----------------------------------------
|     | 
|*By: |  | /s/ William F. Weissman                 
|     |  | William F. Weissman, as attorney-in-fact



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EXHIBIT INDEX

The Exhibits listed below are filed as part of this Annual Report on Form 10-K/A.



|            |  |                                                                                                                                                                      
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                          
|31.1        |  | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003



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