rim_defa14a-042308.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
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the Registrant R
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RIM
SEMICONDUCTOR COMPANY
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Dear
Fellow Shareholders,
Rim
Semiconductor Company filed a proxy statement with the SEC in order to bring an
important corporate matter to you for a vote. I and the rest of the Board
of Directors unanimously agree that the number of shares that the company is
authorized to issue should be increased from nine hundred million to four
billion. The reasons are simple. We are obligated to reserve 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. Right
now, of our 900 million authorized shares, we only have approximately 175
million shares available for issuance. We need additional shares authorized
so that we will have shares available to meet our legal obligations to the
holders of these existing convertible securities. Moreover, we also
believe that having additional shares of common stock available for issuance,
without the delay necessitated by a shareholders meeting, will provide the
company with the flexibility to consider and respond to future business
opportunities and financial needs as they arise. Why are we authorizing four
billion shares? We do not want to have a shareholder vote again to
increase our share count for many years to come, if ever.
Every
time we have a shareholder vote, we have a meeting. As you will see from
the proxy statement, a date, time and location has been set. It will not
be like other Rim Semiconductor Company shareholder meetings that you may have
attended in the past. Only one representative from Rim Semiconductor
Company will be there, and it will have only one agenda item, specifically this
vote. Later in the summer, we intend to have our annual shareholder
meeting in Portland. We expect that the meeting will include product
demonstrations, presentations, guest speakers, investor dinners and perhaps
other events. We expect to announce the location and date for the Portland
meeting in May.
Sincerely,
Brad
Ketch
President
and CEO
Rim
Semiconductor Company