rimsemiconductor_8k-071108.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): July 11, 2008
RIM
SEMICONDUCTOR COMPANY
(Exact
name of registrant as specified in its charter)
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):
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))
Rim
Semiconductor Company (the “Company”) issued 2,366,048,171 shares of common
stock between June 20 and July 11, 2008 upon conversion of its two-year 7% Senior Secured
Convertible Debentures (the “2006 Debentures”) and its two-year 10% Secured
Convertible Notes (the “2007 Debentures”). As a result of these
conversions, the outstanding principal due on the 2007 Debentures has been
reduced to approximately $2,473,000 and the outstanding principal due on the
2006 Debentures has been reduced to approximately $286,000.
The
Company has 4 billion shares of common stock authorized for issuance. As
of July 11, 2008, following the issuance of the shares reported in this Item
3.02, the Company has issued and outstanding all of its authorized common
stock.
Between
June 20, 2008 and July 11, 2008, the Company issued:
(i)
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523,190,656
shares of common stock upon conversion of 2006 Debentures with a principal
amount of $223,872 and interest of
$20,437;
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(ii)
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1,842,857,515
shares of common stock upon conversion of 2007 Debentures with a principal
amount of $992,738 and interest of
$58,913;
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(iii)
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238,855,926
shares of common stock in payment of interest on 2007 Debentures in the
amount of $127,907;
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(iv)
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462,377,888
shares of common stock in exchange for promissory notes with a principal
amount of $172,000 and interest of $1,237;
and
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(v)
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40,000,000
shares of common stock to two companies for services valued at
$16,000.
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These
securities were issued without registration under the Securities Act in reliance
upon the exemption provided in Section 4(2) of the Securities Act. Appropriate
legends were affixed to the share certificates issued in all of the above
transactions. The Company believes that each of the recipients was an
“accredited investor” within the meaning of Rule 501(a) of Regulation D under
the Securities Act, or had such knowledge and experience in financial and
business matters as to be able to evaluate the merits and risks of an investment
in our common stock. All recipients had adequate access, through their
relationships with the Company and its officers and directors, to information
about the Company. None of the transactions described above involved general
solicitation or advertising.
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:
July 22, 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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