rim_pre14a-060308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE
ACT OF 1934
Filed by
the Registrant R
Filed by
a Party other than the Registrant £
Check the
appropriate box:
R Preliminary
Proxy Statement
£ Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
£ Definitive
Proxy Statement
£ Definitive
Additional Materials
£ Soliciting
Material Under Rule 14a-12
RIM
SEMICONDUCTOR COMPANY
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
R No
fee required
£ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title
of each class of securities to which transaction
applies:
|
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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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)
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Proposed
maximum aggregate value of
transaction:
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£
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Fee
paid previously with preliminary
materials.
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£
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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)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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Rim
Semiconductor Company
305 NE
102nd Avenue, Suite 105
Portland,
Oregon 97220
April
___,
2008
Dear
Shareholder:
You are cordially invited to attend a
special meeting (the “Special Meeting”) of the shareholders of Rim Semiconductor
Company. The meeting will be held at 10:00 a.m. on Tuesday, June 3,
2008 at the offices of Munck Butrus Carter, P.C., 600 Banner Place Tower, 12770
Coit Road, Dallas, Texas 75251.
At the Special Meeting, you and the
other shareholders will be asked to approve an amendment to Article IV of our
Articles of Incorporation to increase our authorized common stock from 900
Million shares to 4 billion shares.
Pursuant
to new rules promulgated by the Securities and Exchange Commission, we have
elected to provide access to our proxy materials over the Internet. Accordingly,
we will mail, on or about April ___, 2008, a Notice of
Internet Availability of Proxy Materials to our stockholders of record and
beneficial owners at the close of business on April 11, 2008. On the date of
mailing of the Notice of Internet Availability of Proxy Materials, all
stockholders and beneficial owners will have the ability to access all of the
proxy materials on a website referred to in the Notice of Internet Availability
of Proxy Materials. These proxy materials will be available free of
charge.
Your vote
is very important. We encourage you to read this proxy statement and
vote your shares as soon as possible, as instructed in the Notice of Internet
Availability of Proxy Materials, over the Internet or by telephone as promptly
as possible. You may also request a paper proxy card to submit your vote by
mail, if you prefer.
Thank you
for your continued support of Rim Semiconductor Company.
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Very
truly yours,
Brad
Ketch
President
and Chief Executive Officer
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Rim
Semiconductor Company
305 NE
102nd Avenue, Suite 105
Portland,
Oregon 97220
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
Be Held June 3, 2008
Notice is
hereby given that Rim Semiconductor Company (“Rim Semiconductor”) will hold a
special meeting of its shareholders (the “Special Meeting”) at 10:00 a.m. on
Tuesday, June 3, 2008 at the offices of Munck Butrus Carter, P.C., 600 Banner
Place Tower, 12770 Coit Road, Dallas, Texas 75251.
We are
holding this meeting to approve an amendment to Article IV of our Articles of
Incorporation to increase our authorized common stock from 900 million shares to
4 billion shares.
Your
Board of Directors recommends that you vote in favor of the proposal outlined in
this proxy statement.
Your
Board of Directors has selected April 11, 2008 as the record date for
determining shareholders entitled to vote at the meeting. A list of
shareholders on that date will be available for inspection at the location where
the Special Meeting will be held, for at least ten days before the
meeting. The list also will be available for inspection at the
meeting.
To assure
your representation at the Special Meeting, you are urged to cast your vote, as
instructed in the Notice of Internet Availability of Proxy Materials, over the
Internet or by telephone as promptly as possible. You may also request a paper
proxy card to submit your vote by mail, if you prefer. Any stockholder of record
attending the Special Meeting may vote in person, even if he or she has voted
over the Internet, by telephone or returned a completed proxy card.
A Notice
of Internet Availability of Proxy Materials to our shareholders of record and
beneficial owners was mailed to our shareholders on or about April __, 2008. This Notice
of Special Meeting, Proxy Statement, and Proxy have been posted on the Rim
Semiconductor website at http://www.rimsemi.com/specialproxy.html and made
available to shareholders on or about April __, 2008.
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Brad
Ketch
President
and Chief Executive Officer
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TABLE
OF CONTENTS
Questions
& Answers
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1
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Beneficial
Ownership of Certain Shareholders, Directors and Executive
Officers
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4
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Annual
Meeting Advance Notice Requirements
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5
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Shareholder
Proposals
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5
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Board
Nominations
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6
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Where
You Can Find More Information
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6
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Proposal for
Consideration at the Special Meeting
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Amendment
to Article IV of Our Articles of Incorporation to Increase Our
Authorized
Common Stock
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6
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Reasons
for the Amendment
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6
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Proposed
Amendment.
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7
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Required
Vote; Board Recommendation
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7
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Questions &
Answers
It is
your legal designation of another person to vote the stock you own. That other
person is called a proxy. If you designate someone as your proxy in a written
document, that document also is called a proxy or a proxy card. Brad Ketch and
Ray Willenberg, Jr. have been designated as proxies for the Special Meeting of
Shareholders.
2.
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What
is the record date and what does it
mean?
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The
record date for the Special Meeting of Shareholders is April 11, 2008. The
record date is established by the Board of Directors. Shareholders of record
(registered shareholders and street name holders) at the close of business on
the record date are entitled to:
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(a)
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receive
notice of the meeting; and
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(b)
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vote
at the meeting and any adjournments or postponements of the
meeting.
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3.
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What
is the difference between a registered shareholder and a shareholder who
holds stock in street name?
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If your
shares of stock are registered in your name on the books and records of our
transfer agent, you are a registered shareholder. If your shares of stock are
held for you in the name of your broker or bank, your shares are held in street
name. The answer to Question 10 describes brokers’ discretionary voting
authority and when your bank or broker is permitted to vote your shares of stock
without instructions from you.
4.
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What
are the different methods that I can use to vote my
shares?
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(a)
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In
Writing: All shareholders of record can vote by mailing in their completed
proxy card (in the case of registered shareholders) or their completed
vote instruction form (in the case of street name
holders).
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(b)
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By
Telephone: All registered shareholders of record also can vote their
shares of common stock by touchtone telephone from the United States and
Canada, using the toll-free telephone number on the proxy card. Street
name holders of record may vote by telephone if their banks or brokers
make those methods available. If that is the case, each bank or broker
will enclose instructions with the proxy statement. The telephone voting
procedures, including the use of control numbers, are designed to
authenticate shareholders’ identities, to allow shareholders to vote their
shares, and to confirm that their instructions have been properly
recorded. If you vote by telephone, your vote must be received by 11:59
p.m., Eastern Time on June 2, 2008, the day before the meeting. Your
shares will be voted as you
indicate.
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(c)
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By
Internet: All registered shareholders of record also can vote their shares
of common stock by Internet at www.proxyvote.com and following the
instructions. The Internet voting procedures, including the use of control
numbers, are designed to authenticate shareholders’ identities, to allow
shareholders to vote their shares, and to confirm that their instructions
have been properly recorded. If you vote by Internet, your vote must be
received by 11:59 p.m., Eastern Time on June 2, 2008, the day before the
meeting. Your shares will be voted as you
indicate.
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(d)
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In
Person: All shareholders may vote in person at the meeting (unless they
are street name holders without a legal
proxy).
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5.
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Who
is entitled to vote?
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Only
those who owned Rim Semiconductor’s common stock at the close of business on
April 11, 2008 (the record date for the Special Meeting) can vote. If you owned
common stock on the record date, you have one vote per share for each matter
presented at the Special Meeting.
Approval
of an amendment to Article IV of our Articles of Incorporation to increase our
authorized common stock from 900 million shares to 4 billion
shares.
7.
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Who
is soliciting my proxy?
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We, the
Board of Directors of Rim Semiconductor, are sending you this proxy statement in
connection with our solicitation of proxies for use at the Special
Meeting. Certain directors, officers and employees of Rim
Semiconductor also may solicit proxies on our behalf by mail, phone, fax or in
person.
8.
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Who
is paying for this solicitation?
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Rim
Semiconductor will pay for this solicitation of proxies. Rim Semiconductor also
will reimburse banks, brokers, custodians, nominees and fiduciaries for their
reasonable charges and expenses in forwarding our proxy materials to the
beneficial owners of Rim Semiconductor Common stock.
9.
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How
can I revoke a proxy?
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Giving a
proxy will not affect your right to vote your shares if you attend the Special
Meeting and want to vote in person - by voting you automatically revoke your
proxy. You also may revoke your proxy at any time before the voting by giving
the Secretary of Rim Semiconductor written notice of your revocation or by
submitting a later-dated proxy.
10.
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Will
my shares be voted if I do not provide my
proxy?
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Brokerage
firms have the authority under New York Stock Exchange rules to vote shares for
which their customers do not provide voting instructions on certain “routine”
matters.
The
proposal to be voted on at our meeting is not considered “routine” under New
York Stock Exchange rules. When a proposal is not a routine matter and the
brokerage firm has not received voting instructions from the beneficial owner of
the shares with respect to that proposal, the brokerage firm cannot vote the
shares on that proposal. This is called a broker non-vote.
11.
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How
will my proxy be voted if I do not specify a choice for a matter when
returning a proxy?
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If you
return your proxy card but do not mark your voting preference, the individuals
named as proxies will vote your shares FOR the amendment to our Articles of
Incorporation.
12.
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What
constitutes a quorum?
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Voting
can take place at the Special Meeting only if shareholders owning shares
representing a majority of the total number of votes entitled to be cast are
present in person or represented by effective proxies. On the record
date, there were _______________ shares
of our Common stock outstanding. Both abstentions and broker non-votes are
counted as present for purposes of establishing the quorum necessary for the
meeting to proceed.
13.
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What
vote of the shareholders will result in the matters being
passed?
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Approval of an Amendment to our
Articles of Incorporation. To approve the amendment, the number of shares
voting FOR the amendment must exceed the number of shares voting AGAINST the
amendment. Neither abstentions nor broker non-votes will have any effect on the
vote.
14.
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How
does the Board recommend that I vote on the matters
proposed?
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The Board
of Directors of Rim Semiconductor unanimously recommends that shareholders vote
FOR the proposal submitted at the Special Meeting.
15.
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Will
there be other matters proposed at the Special
Meeting?
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Rim
Semiconductor’s bylaws limit the matters presented at the Special Meeting to
those in the notice of the meeting (or any supplement).
Beneficial Ownership of
Certain Shareholders, Directors and Executive Officers
The
following table sets forth information as of the close of business on April 2,
2008, concerning shares of our common stock beneficially owned by (i) each
director; (ii) each named executive officer; (iii) by all directors and
executive officers as a group; and (iv) each person known by the Company to own
beneficially more than 5% of the outstanding shares of common
stock.
In
accordance with the rules of the SEC, the table gives effect to the shares of
common stock that could be issued upon the exercise of outstanding options and
warrants within 60 days of April 2, 2008. Unless otherwise noted in
the footnotes to the table and subject to community property laws where
applicable, the following individuals have sole voting and investment control
with respect to the shares beneficially owned by them. We have
calculated the percentages of shares beneficially owned based on 707,683,964
shares of common stock outstanding at April 2, 2008.
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Shares Beneficially Owned
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Person or Group
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Number
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Percent (1)
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Brad
Ketch
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13,244,533 |
(2) |
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1.84 |
% |
Ray
Willenberg, Jr.
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14,937,293 |
(3) |
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2.08 |
% |
David
Wojcik
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2,579,170 |
(4) |
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* |
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Jack
L. Peckham
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1,416,660 |
(5) |
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* |
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“David”
Boon Tiong Tan
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555,680 |
(6) |
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* |
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William
A. Swope
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335,000 |
(7) |
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* |
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All
executive officers and directors as a group (7 persons)
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33,068,336 |
(8) |
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4.50 |
% |
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UTEK
Corporation
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210,000,000 |
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29.67 |
% |
*
Less than 1%.
(1)
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Percentage
of beneficial ownership as to any person as of a particular date is
calculated by dividing the number of shares beneficially owned by such
person by the sum of the number of shares outstanding as of such date and
the number of unissued shares as to which such person has the right to
acquire voting and/or investment power within 60
days.
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(2)
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Includes
options to purchase 11,811,200 shares of
common stock.
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(3)
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Includes
options to purchase 11,255,680 shares of
common stock.
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(4)
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Includes
options to purchase 2,541,170 shares
of common stock.
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(5)
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Includes
options to purchase 1,116,660 shares of common stock.
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(6)
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Represents
options to purchase 555,680 shares of common
stock.
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(7)
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Represents
options to purchase 335,000 shares of common stock..
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(8)
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Includes
options to purchase 27,615,890 shares of common
stock.
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Our
annual meetings are held each year at a time and place designated by our Board
of Directors in the notice of the meeting. Copies of our bylaws are available
upon written request made to the Secretary of Rim Semiconductor at the address
below. The requirements described below do not supersede the requirements
or conditions established by the SEC for shareholder proposals to be included in
our proxy materials for a meeting of shareholders. The chairman of the
meeting may refuse to bring before a meeting any business not brought in
compliance with applicable law and our bylaws.
Our
bylaws provide that shareholder proposals and director nominations by
shareholders may be made in compliance with certain advance notice,
informational and other applicable requirements. With respect to
shareholder proposals (concerning matters other than the nomination of
directors), the individual submitting the proposal must file a written notice
with the Secretary of Rim Semiconductor at 305 NE 102nd Avenue, Suite 105,
Portland, Oregon 97220 setting forth certain information, including the
following:
·
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a
brief description of the business desired to be brought before the meeting
and the reasons for conducting that business at the
meeting;
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·
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the
name and address of the proposing
shareholder;
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·
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the
number of shares of common stock beneficially owned by the proposing
shareholder; and
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·
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any
material interest of the proposing shareholder in such
business.
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The
notice must be delivered to the Secretary (1) at least 30, but no more than 60,
days before any scheduled meeting or (2) if less than 40 days notice or prior
public disclosure of the meeting is given, by the close of business on the 10th
day following the giving of notice or the date public disclosure was made,
whichever is earlier.
A
shareholder may recommend a nominee to become a director of Rim Semiconductor by
giving the Secretary of Rim Semiconductor (at the address set forth above) a
written notice setting forth the following information concerning each person
the shareholder proposes to nominate:
·
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the
name, age, business address and residence of the
person;
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·
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the
principal occupation or employment of the
person;
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·
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the
number of shares of common stock beneficially owned by the person;
and
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·
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any
other information relating to the person that is required to be disclosed
in solicitations for proxies for election of directors pursuant to the
rules of the SEC.
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The
shareholder’s notice must also contain the following information concerning the
proposing shareholder:
·
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the
name and record address of the proposing shareholder;
and
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·
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the
number of shares of common stock beneficially owned by the proposing
shareholder.
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Such
nominations must be made pursuant to the same advance notice requirements for
shareholder proposals set forth in the preceding section.
Where You Can Find More
Information
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You can read and copy any materials we file with the
SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the
SEC’s public reference room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a web site that contains information we file electronically
with the SEC, which you can access over the Internet at
www.sec.gov. Statements contained in this proxy statement regarding
the contents of any contract or other document are not necessarily complete and
each such statement is qualified in its entirety by reference to such contract
or other document filed as an exhibit with the SEC.
Proposal for Consideration at
the Special Meeting
|
Amendment to Article IV of
Our Articles of Incorporation to Increase Our Authorized Common
Stock
Our Board of Directors recommends that
the shareholders approve an amendment to Article IV of our Articles of
Incorporation to increase the number of authorized shares of our common stock
from 900 million to 4 billion shares.
Each
share of newly authorized common stock will have the same rights and privileges
as each share of existing common stock. Until an authorized share of
common stock is issued, it is not counted in the number of shares that are
outstanding, does not have a vote, and does not decrease our earnings or loss
per share. The amendment will not affect the number of shares of
preferred stock currently authorized.
Reasons for the
Amendment
As of
April 2, 2008, we had 707,683,964 shares of common stock
outstanding. We are obligated to reserve additional shares of common
stock for possible future issuance in connection with outstanding options and
warrants, and must also reserve sufficient shares to fulfill our obligations to
various investors associated with the potential conversion of over $4 Million in
convertible notes and debentures. Although some of our outstanding
options may not vest, and some of our outstanding options and warrants have
exercise prices well in excess of our current market price per share, making
their exercise unlikely, we intend to keep reserved for future issuance a
sufficient number of shares of our authorized common stock to honor our
commitment to issue common stock in the event these options or warrants are
exercised or convertible securities are converted.
In
addition, we believe it will be necessary for us to issue additional common
stock or debt convertible into our common stock in order to generate funds to
pay current liabilities as they come due, as well as to meet our operating
requirements, prior to the receipt of revenues from our semiconductor
business. We will require additional funds to continue to meet our
liquidity needs and satisfy our current business plan.
On December 5, 2007, we raised gross
proceeds of $3.175 Million from the private placement (the “Placement”) to
institutional and individual investors (the “Buyers”) of 10% Secured Convertible
Notes due December 5, 2009 (the “Notes”) in the aggregate principal amount of
$3,527,777.73 and Class A Warrants (the “Warrants”) to purchase an aggregate of
146,532,832 shares of our common stock at an initial exercise price of $0.10 per
share and warrants to purchase 14,653,284 shares of our common stock at an
exercise price of $0.10 per share to Blumfield Investments, which acted as our
placement agent in this transaction.
The Notes are convertible into our
common stock at a conversion price equal to 75% of the average of the
closing bid prices of the common stock for the 10 trading days preceding the
conversion date, however, the conversion price may not exceed $0.05 per
share.
There is an inverse relationship
between our stock price and the number of shares issuable upon conversion of the
Notes. That is, the higher the market price of our common stock at the time a
Note is converted, the fewer shares we would be required to issue, and the lower
the market price of our common stock at the time a Note is converted, the more
shares we would be required to issue. This inverse relationship is
demonstrated by the table set forth below, which shows the number of shares into
which $3 million of the Notes would be convertible at various prices of our
common stock.
Estimated
10-Day
Average
Closing Bid of
Common
Stock
|
Note
Conversion
Price
|
Number
of Shares Issuable on
Conversion
of $3 Million Principal
Amount
of Notes
|
$0.05
|
$0.0375
|
80,000,000
|
$0.04
|
$0.0300
|
100,000,000
|
$0.03
|
$0.0225
|
133,333,333
|
$0.02
|
$0.0150
|
200,000,000
|
$0.01
|
$0.0075
|
400,000,000
|
The Board
of Directors believes that the proposed increase in authorized common stock is
necessary to satisfy our current and potential future commitments to reserve
shares, notwithstanding the fact that many of these reserved shares of common
stock may never be issued. The Board of Directors also believes that
having additional shares of common stock available for issuance, without the
delay necessitated by a shareholders meeting, will benefit us under many
circumstances by providing us with the flexibility required to consider and
respond to future business opportunities and financial needs as they
arise.
To the
extent that shares of common stock are authorized but not issued in connection
with the above transactions, such shares will be available for our issuance in
the future. Shareholder approval will not be required for any such
future issuance, except as may be required by applicable law or the rules of any
stock exchange on which our securities may then be listed. The Board
of Directors believes that the availability of additional authorized shares may
allow Rim Semiconductor to acquire business entities, redeem, convert or
restructure indebtedness, issue stock dividends or distributions, take prompt
advantage of market and other conditions in connection with possible financings,
and issue common stock for other proper corporate purposes when such action is
deemed advisable or desirable by the Board of Directors. Except as
described above, we have no current plans or arrangements regarding the issuance
of these additional authorized shares in connection with any of the foregoing
matters. The issuance of any of these additional authorized shares
will dilute the ownership interest of existing shareholders in the
company. Any additional issuance of common stock also could have the
effect of impeding or discouraging the acquisition of control of us by means of
a merger, tender offer, proxy contest or otherwise.
None of the authorized shares of Rim
Semiconductor Company are currently subject to any preemptive
rights.
Proposed
Amendment
In order
to increase the number of authorized shares of our common stock, we will need to
amend the first paragraph of Article Four of our Articles of
Incorporation. Currently, our Articles of Incorporation provide for
the issuance of up to 900 million shares of common stock. The Board
of Directors unanimously adopted a resolution proposing and declaring advisable
that Article Four of our Articles of Incorporation be amended in order to
increase the number of authorized shares of common stock to 4 billion shares and
recommending the adoption of the proposed amendment by our
shareholders. If the shareholders approve this proposal, it will
become effective upon filing of an amendment to the Articles of Incorporation
with the Secretary of State of the State of Utah.
Required Vote; Board
Recommendation
To
approve the proposed amendment, the number of shares voting for the amendment
must exceed the number of shares voting against it. Neither abstentions nor
broker non-votes will have any effect on the vote.
We
recommend a vote FOR the proposal to amend Article IV of our Articles of
Incorporation to increase our authorized common stock to 4 billion
shares.
Please
Take a Moment Now to Vote.
Please
Sign and Return Your Proxy Card or Follow
the
Procedures in the Notice of Internet Availability of Proxy
Materials
to
vote via the Internet or by Telephone.
Thank
You.
Rim
Semiconductor Company
Proxy
Solicited on Behalf of
the
Board of Directors of the Company
for
the
Special
Meeting of Shareholders
June
3, 2008
The
undersigned hereby constitutes and appoints Brad Ketch and Ray Willenberg, Jr. , or
either of them, with full power of substitution, attorney and proxy to represent
and to vote all the shares of common stock, par value $.001 per share, of Rim Semiconductor Company (the
“Company”) that the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, at the Special Meeting of
Shareholders of the Company to be held on June 3, 2008, and at any adjournment
thereof, on the matters set forth on the reverse side.
Mark only one of the
following boxes:
Amendment to Article IV of
the Articles of Incorporation to increase the Authorized Common
Stock
¨
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FOR
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¨
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AGAINST
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¨
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ABSTAIN
|
In their
discretion, upon any other business that may properly come before the meeting or
any adjournment thereof.
This
proxy when properly executed will be voted in the manner directed herein by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the amendment to Article IV of the Articles of Incorporation to increase the
authorized common stock.
Dated:
________________, 2008
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Signature
of Shareholder(s):
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________________________________________
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|
(When
signing as attorney, trustee, executor, administrator, guardian, corporate
officer, etc., please give full title. If more than one trustee, all
should sign. Joint owners must each sign.)
|
|
|
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Please
date and sign exactly as name appears
above.
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