SEC
FILE NUMBER
000-21785
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 12b-25
NOTIFICATION OF LATE
FILING
(Check one): ¨Form 10-K
and Form 10-KSB ¨ Form
20-F ¨ Form
11-K ý Form
10-Q and 10-QSB
¨ Form
10-D ¨ Form
N-SAR ¨ Form
N-CSR
For
Period Ended: April 30, 2008
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
¨
Transition Report on Form N-SAR
For the
Transition Period Ended:
_____________________________________________________
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Read Instruction (on back
page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information
contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Rim
Semiconductor Company
Full Name
of Registrant
Former
Name if Applicable
305 NE
102nd Avenue,
Suite 350
Address
of Principal Executive Office (Street and
Number)
City,
State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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ý
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(a) The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense
(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III —
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra Sheets if Needed)
The
Registrant’s Form 10-QSB for the period ended April 30, 2008 could not be filed
within the prescribed time period without unreasonable effort or
expense.
PART IV — OTHER
INFORMATION
(1) Name and
telephone number of person to contact in regard to this
notification
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Brad
Ketch
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(503)
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257-6700
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed ? If answer is no, identify
report(s).
Yes
ý No
¨
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof
?
Yes
ý No
¨
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For
the three months ended April 30, 2008, our net loss increased approximately 507%
or $618,000 to $740,000 from $122,000 for the three months ended April 30, 2007,
primarily as the result of increases in interest expense, amortization of
deferred financing costs, acquired in-process research and development, and
selling, general and administrative expenses, offset by decreases in
amortization of technology licenses and capitalized software development fees,
research and development expenses, and an increase in the gain on the change in
fair value of derivative liabilities.
This
Notification of Late Filing on Form 12b-25 contains forward-looking statements,
including forward-looking statements relating to the Registrant’s financial
results for the period ended April 30, 2008. These statements are
based on management’s current expectations and involve a number of risks and
uncertainties, including risk and uncertainties relating to our ability to
prepare and complete our financial statements for the period ended April 30,
2008 and other risks described in our filings with the Securities and Exchange
Commission. The Registrant’s actual results may differ materially
from the Registrant’s anticipated or expected results and the results in the
forward-looking statements.
Rim
Semiconductor Company
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date June 17, 2008 |
By
/s/ Brad Ketch
Brad
Ketch, President and Chief Executive
Officer
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