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 19, 2005
Rim Semiconductor Company
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(Exact name of registrant as specified in its charter)
Utah 0-21875 95-4545704
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
305 NE 102nd Ave., Suite 105, Portland, 97220
Oregon
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 257-6700
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 19, 2005, Rim Semiconductor Company (the "Company") entered into a
letter agreement with Zaiq Technologies, Inc. ("Zaiq"), pursuant to which the
Company agreed to repurchase from Zaiq for total consideration of $200,000 the
following Zaiq assets: (i) 5,180,474 shares (the "Shares") of the Company's
common stock held of record by Zaiq, and (ii) a promissory note (the "Note")
issued by the Company and held by Zaiq with a principal balance due of
$1,201,887.
The Company had the right under the letter agreement to assign any or all of its
purchase commitment, and assigned its right to purchase 4,680,620 of the Shares
to Double U Master Fund, LP ("Double U"), an unaffiliated third party that has
been a prior investor in the Company. Double U purchased $225,000 of the
debentures issued by the Company in May 2005. See the Company's Registration
Statement on Form SB-2/A (Reg. No. 333-12648) and the Prospectus filed by the
Company dated August 1, 2005 for a description of the debentures and the
Company's agreements with the holders thereof. Except to the extent described
herein and therein, there is no material relationship between Double U, on the
one hand, and the Company or any of its affiliates, on the other hand.
On December 20, 2005, the Company paid Zaiq an aggregate of $129,789.35 to
purchase the Note and 499,854 Shares. The Shares purchased by the Company have
been canceled and the Note has been delivered to the Company marked "Paid in
Full." Following the closing of this transaction, the Company's previous debt to
Zaiq under the Note ($1,201,887 in remaining principal amount) has been
cancelled.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
As discussed above in Item 1.01, the Note with Zaiq has been retired as a result
of the transactions described therein. The Company is not subject to any
prepayment or other penalties for early termination of its obligations under the
Note.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
None.
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.
Rim Semiconductor Company
DECEMBER 23, 2005 BY: /S/ BRAD KETCH
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NAME: BRAD KETCH
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
(PRINCIPAL EXECUTIVE OFFICER)