rim_8k-123107.htm
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): December 31, 2007
RIM
SEMICONDUCTOR COMPANY
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(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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|
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Identification
No.)
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305
NE 102nd Ave, Suite 350, Portland, Oregon 97220
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(Address
of principal executive offices, including Zip
Code)
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Registrant’s
telephone number, including area code (503) 257-6700
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(Former
name or former address, if changed since last
report)
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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):
0 Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
0 Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
0 Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
0 Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Effective
December 31, 2007, Thomas J.
Cooper resigned from the Board of Directors of the Company for personal
reasons. The resignation was not a result of any disagreement with the
Company, known to an executive officer of the Company, on any matter relating
to
the Company’s operations, policies or practices.
On
January 3, 2008, the Board of Directors elected William A. Swope to fill the
vacancy created by the resignation of Thomas J. Cooper. Neither
Mr. Swope nor any member of his immediate family has had a direct or indirect
material interest in any transaction with the Company.
Effective
January 3, 2008, the Board of Directors approved the grant to William A. Swope
of options to purchase 2,000,000 shares of the Company’s common stock, par value
$0.001 (“Common Stock”), at an exercise price of $0.031 per share, pursuant to
the Company’s 2006 Stock Incentive Plan. The options shall vest in 36 monthly
installments, with the first such installment covering 57,500 shares vesting
immediately and the remaining installments covering 55,500 shares each vesting
on the first of each month beginning February 1, 2008.
Item
7.01 Regulation FD
Disclosure.
On
January 7, 2008, the Company issued a press release announcing the election
of
Mr. Swope and the resignation of Mr. Cooper. A copy of the press release is
furnished pursuant to Regulation FD as Exhibit 99.1 to this report.
The
information contained in Item 7.01 of this report and in Exhibit 99.1 shall
not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibits:
Exhibit
Number
|
Description |
|
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99.1
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Rim
Semiconductor Company Press Release, dated January 7,
2008
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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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By:
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/s/ Brad
Ketch |
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Brad
Ketch |
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
|
Description |
|
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99.1
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Rim
Semiconductor Company Press Release, dated January 7,
2008
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4