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): February 21, 2006
RIM SEMICONDUCTOR COMPANY
(Exact name of registrant as specified in its charter)
Utah 95-4545704
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
000-21785
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(Commission File Number)
305 NE 102ND AVE, SUITE 105, PORTLAND, OR 97220
(Address of principal executive offices, including Zip Code)
(503) 257-6700
(Registrant's telephone number, including area code)
(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 21, 2006, Rim Semiconductor Company (the "Company") and certain
holders of its Class 2005-A, -B, and -C Common Stock Purchase Warrants entered
into an amendment (the "Amendment") to the terms of their warrants.
The Class 2005-A, -B, and -C Common Stock Purchase Warrants (collectively, the
"2005 Warrants") were issued by the Company to the buyers of the Company's 7%
Senior Secured Convertible Debentures in May 2005 (with the transactions related
to or in connection with the issuance of such 7% Senior Secured Convertible
Debentures in May 2005 being referred to herein as the "May 2005 Debenture
Transactions"), and to a finder in connection with the same transaction.
Warrants for 12,443,442 shares were exercisable at a per share exercise price of
$0.1547, and warrants for 27,149,316 shares were exercisable at a per share
exercise price of $0.3094.
Pursuant to the Amendment, the Company and certain holders of the 2005 Warrants
agreed to temporarily reduce the exercise price of the 2005 Warrants to $0.05
per share for a period beginning February 21, 2006 and ending at midnight, New
York City time on March 10, 2006 (the "New Price Exercise Period"). The warrant
holders that are parties to the Amendment may, but are not required to, exercise
all or any portion of their 2005 Warrants at a per share price of $0.05 at any
time during the New Price Exercise Period, but cannot do so by means of a
cashless exercise. This reduction in the exercise price of the 2005 Warrants
will expire at the end of the New Price Exercise Period.
Any shares of Company common stock issued with any exercise of a 2005 Warrant to
a holder of the 2005 Warrants who or which executed the Amendment, whether
during the New Price Exercise Period (on the terms contemplated in the
Amendment) or thereafter (on the original terms provided in the 2005 Warrants)
shall be restricted common stock, but shall have the registration rights
provided in the Amendment. Except as expressly provided in the Amendment, the
terms and conditions of the 2005 Warrants and any related registration rights
agreement shall be unchanged and remain in full force and effect.
In addition, the warrant holders agreed to waive any claims arising out of or
relating to the failure, if any, to have available registered Warrant Shares, as
defined in the 2005 Warrants, prior to the New Required Effective Date (as
defined below).
The Company agreed to include the shares of common stock purchased by a 2005
Warrant holder through the exercise of each 2005 Warrant (whether or not
pursuant to the terms of the Amendment) in a registration statement to be filed
by the Company with the Securities and Exchange Commission (the "SEC") no later
than the New Required Filing Date. The Company must use its best efforts to have
the registration statement declared effective by the New Required Effective
Date. The term "New Required Filing Date" means the earlier of the date the
Company files its next registration statement with the SEC (other than on Form
S-8 or S-4) for the sale of shares by the Company or other selling stockholders,
or May 1, 2006. The term "New Required Effective Date" means the date which is
the later of 120 days from the expiration of the New Price Exercise Period, or
sixty days after the filing of such registration statement; provided, however,
that in no event shall such date be later than the required effective date
contemplated by the terms of any new transaction consummated by the Company
after February 21, 2005, where the shares of common stock issued or issuable to
the investors in such transaction are included in a registration statement that
is required to be made effective by a stated date.
The Amendment is effective as to each 2005 Warrant holder executing it (with
each such executing holder referred to herein as a "Holder" and collectively as
the "Holders"), regardless of whether any other 2005 Warrant holders also
execute the Amendment. As of the date of this filing, the Company is aware of
the following Holders: Yokim Asset Management Corp.,Whalehaven Capital Fund
Limited, Clearview International Investment, Ltd., Double U Master Fund L.P.,
Gross Foundation, Inc., Notzer Chesed, Barucha Pension LLC, Nite Capital LP,
Quines Financial S.A., Alexander Hasenfield, Inc. Profit Sharing and Retirement
Plan, HSI Partnership, and Advisor Associates, Inc. The Company considers all
such Holders to have a material relationship with the Company as a result of
their respective investments in the Company's May 2005 Debenture Transactions,
by which the Holders acquired the 2005 Warrants. See the Company's Registration
Statement on Form SB-2/A (Reg. No. 333-12648) and the Prospectus filed by the
Company dated August 1, 2005 for a description of the May 2005 Debenture
Transactions and the Company's agreements with the participants therein. In
addition, Double U Master Fund, L.P. was the lender of $750,000 to the Company
pursuant to a Bridge Loan Agreement dated January 24, 2006, and is the holder of
warrants expiring in January 2011 (issued in connection with the Bridge Loan) to
purchase 7,500,000 shares of Company common stock at an exercise price of $0.10
per share. See the Company's Current Report on Form 8-K dated January 30, 2006
for a description of the Bridge Loan Agreement and the warrants issued in
connection therewith.. Also, Advisor Associates, Inc. has served as a consultant
to the Company for a number of years and, in such capacity, has been granted
shares and warrants by the Company.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment to Class 2005-A, -B, and -C Common Stock Purchase
Warrants, dated as of February 21, 2006, among Rim Semiconductor
Company and the Warrantholders that are parties thereto.
SIGNATURES
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.
Rim Semiconductor Company
Dated: March 8, 2006 By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amendment to Class 2005-A, -B, and -C Common Stock Purchase
Warrants, dated as of February 21, 2006, among Rim Semiconductor
Company and the Warrantholders that are parties thereto.