rim_8k-041908.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): April 19,
2008
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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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
April 19, 2008, the Company entered into amendment agreements with Professional
Offshore Opportunity Fund, Ltd. and Generation Capital Associates, two
institutions that collectively hold unconverted two-year 7% Senior Secured
Convertible Debentures (the “2006 Debentures”) with an aggregate principal
amount of $425,000 (the “April 19 Amendments”). In exchange for aggregate
cash consideration of $23,181, the April 19 Amendments amend the
terms of the two subject 2006 Debentures to extend the maturity date on such
debentures until May 10, 2008. The April 19 Amendments also included
waivers of any event of default relating to failure to pay amounts due that may
have occurred under the terms of such 2006 Debentures prior to the date thereof.
The 2006 Debentures originally were due and payable on March 10,
2008.
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:
April 23, 2008
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By:
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/s/
Brad Ketch
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Brad
Ketch
President
and Chief Executive Officer
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