Rim Semiconductor Company
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): August 31, 2006
RIM
SEMICONDUCTOR COMPANY
(Exact
name of registrant as specified in its charter)
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Utah
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000-21785
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95-4545704
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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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
September 1, 2006, Rim Semiconductor Company (the “Company”) entered into an
Employment Agreement (the “Employment Agreement”) with David Wojcik for Mr.
Wojcik to serve as Senior Vice President - Sales and Business Development of
the
Company. The Employment Agreement provides for a base annual salary of $225,000.
Mr. Wojcik is also eligible to receive quarterly bonuses of up to $40,000 per
fiscal quarter, as determined by the Company’s compensation
committee.
Mr.
Wojcik is employed “at-will” by the Company, and accordingly may be terminated
with or without reason or notice at any time. If Mr. Wojcik is terminated other
than with good cause or leaves for good reason (each as defined in the
Employment Agreement), the Company will pay a severance equal to twelve months
base salary in effect on the date of Mr. Wojcik’s termination of employment. If
Mr. Wojcik relocates to the Company’s headquarters in Portland, Oregon, the
Company will provide him a relocation bonus of $100,000 and reimburse his
expenses up to $25,000. If Mr. Wojcik does relocate to Portland, Oregon, he
will
sign a separate Relocation Agreement which will provide that he will repay
the
Company a prorated amount of his reimbursed costs should he leave employment
with the Company within six months of his relocation.
In
accordance with the Employment Agreement, the Company also granted Mr. Wojcik
an
option to purchase 3,500,000 shares (the “Option”) of the Company’s common
stock, at an exercise price of $0.158 per share. The Option vests and becomes
exercisable in 32 installments. The first two installments shall vest the Option
with respect to 291,670 shares each on December 1, 2006 and March 1, 2007,
respectively, and the remainder of the Option shall vest in thirty equal
installments of 97,222 shares each on the first of each month commencing April
1, 2007. Once vested, the Option is exercisable through August 31, 2016, unless
earlier terminated in accordance with the Stock Option Agreement.
Prior
to the Employment Agreement, Mr. Wojcik served as a consultant to the Company
pursuant to a Consulting Agreement dated March 4, 2005. While a consultant,
Mr.
Wojcik was granted 37,500 shares of the Company’s common stock and options to
purchase 500,000 shares of Company common stock at an exercise price of $0.18
per share.
ITEM
3.02. UREGISTERED
SALES OF EQUITY SECURITIES
See
Item
1.01 above.
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.
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Rim
Semiconductor Company
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Dated:
September 7, 2006
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By:
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/s/ Brad
Ketch
Brad Ketch
President
and Chief Executive Officer
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