rim_8k-012908.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): January 29, 2008
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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))
On
January 29, 2008 (the “Closing Date”), Rim Semiconductor Company (the “Company”)
entered into an Agreement and Plan of Acquisition (the “Acquisition Agreement”)
with UTEK Corporation, a Delaware corporation (“UTEK), and Broadband Distance
Systems, Inc., a Florida corporation (“BDSI”), pursuant to which the Company
acquired all of the issued and outstanding capital stock of BDSI from UTEK
in
exchange for 60,000,000 unregistered shares of common stock of the Company
(the
“Consideration Shares”). As of the Closing Date the Consideration
Shares represented approximately 11.2% of the Company’s issued and outstanding
common stock.
Upon
execution of the Acquisition Agreement, BDSI became a wholly owned subsidiary
of
the Company. The assets of BDSI on the Closing Date included $400,000 in cash
and a worldwide exclusive license to patented technology developed by
researchers at the University of Illinois for U.S. The patent relates to an algorithm
designed to enhance power allocation in telecommunications systems that use
multicarrier modulation protocol. IPSL, ADSL, VDSL and DSL systems are
all examples of multicarrier modulation protocols. The algorithm serves to improve
the
achievable data rate or the signal-to-noise ratio, reducing errors in the
transmission. The Exclusive License Agreement (the “License
Agreement”)
relating to the technology generally permits BDSI
to use the
patent rights to identify, develop, make, have made, use, import, export, lease,
sell, have sold and offer for sale products utilizing the technology in the
DSL
communications systems field, for the life of the patent or until the
License
Agreement is
terminated. Under the License Agreement
BDSI is obligated to pay the
University of Illinois an initial licensing fee, and royalties based
on
achievement of certain sales levels for products utilizing the technology.
The
License Agreement also permits BDSI to sublicense the technology and obligates
BDSI to make royalty payments to the University of Illinois based on a
percentage of payments received by BDSI from sublicensees.
The
Acquisition Agreement provides that the number of Consideration Shares shall
be
subject to anti-dilution adjustments for a period of 12 months from the Closing
Date for any increase in the amount of outstanding Company shares resulting
from
issuances of equity securities to management and directors of the Company.
The
Acquisition Agreement also contains customary representations, warranties,
and
covenants made by the parties for a transaction of this type.
Other
than the BDSI acquisition, there is no material relationship between UTEK
and
BDSI, on the one hand, and the Company or any of its affiliates, on the other
hand.
A
copy of
the Acquisition Agreement is filed as Exhibit 10.1 hereto. The
foregoing description of the BDSI acquisition transaction is qualified in its
entirety by reference to Exhibit 10.1, which is incorporated by reference
herein.
Item
2.01 Completion of
Acquisition or Disposition of Assets.
The
information contained in Item 1.01 of this Current Report is incorporated by
reference in this Section 2.01.
Item
3.02 Unregistered Sales of
Equity Securities.
The
information contained in Item 1.01 of this Current Report is incorporated by
reference into this Item 3.02. The Consideration Shares described in
Item 1.01 above were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(2) under the Securities Act of 1933. The
Acquisition Agreement executed in connection therewith contains representations
to support the Company's reasonable belief that UTEK had access to information
concerning its operations and financial condition, is acquiring the securities
for its own account and not with a view to the distribution thereof, and is
an
"accredited investor" as such term is defined in Rule 501(a) of Regulation
D
promulgated under the Securities Act. At the time of their issuance,
the securities described in Item 1.01 above will be deemed to be restricted
securities for purposes of the Securities Act and the certificates representing
the securities shall bear legends to that effect.
Item
7.01 Regulation FD
Disclosure.
On
January 30, 2008, the Company issued a press release announcing the acquisition
of BDSI. A copy of the press release is furnished pursuant to Regulation FD
as
Exhibit 99.1 to this report.
The
information contained in Item 7.01 of this report and in Exhibit 99.1 shall
not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item
9.01. Financial Statements and
Exhibits.
(a) Financial
Statements of
Businesses Acquired
Any
financial statements of BDSI required to be filed will be filed by amendment
no
later than 71 calendar days after the date this report is required to be filed,
pursuant to the instructions set forth in Item 9.01 of
Form 8-K.
(b) Proforma
Financial
Information
Any
Pro
Forma financial information required to be filed with respect to the acquisition
of BDSI described herein will be filed by amendment no later than 71 calendar
days after the date this report is required to be filed, pursuant to the
instructions set forth in Item 9.01 of Form 8-K.
(d) Exhibits
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Exhibit
Number
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Description
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10.1
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Agreement
and Plan of Acquisition*
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99.1
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Rim
Semiconductor Company Press Release, dated January 30,
2008
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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:
January 31, 2008
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By:
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/s/ Brad
Ketch |
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Brad
Ketch |
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1
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Agreement
and Plan of Acquisition*
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99.1
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Rim
Semiconductor Company Press Release, dated January 30,
2008
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*An
Exclusive License Agreement attached as an exhibit to this agreement has
been
omitted pursuant to Item 601(b)(2) of Regulation S-B. The Company
will furnish a copy of such exhibit to the Securities and Exchange Commission
upon request.
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