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 8, 2006
RIM
SEMICONDUCTOR COMPANY
(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 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))
ITEM
8.01 OTHER
EVENTS
As
of
December 12, 2006, approximately 21.3% of Rim Semiconductor Company’s 7% Senior
Secured Convertible Debentures issued in March 2006 remained outstanding.
As a
result, the security interest in the Company’s assets that was previously
granted by the Company to the debenture holders has terminated.
$1,277,000
principal amount of the debentures remained outstanding on December 12, 2006
(the remaining $4,723,000 having been converted by their holders into common
stock of the Company).
On
March
6, 2006, the Company raised gross proceeds of $6 million from the private
placement to institutional and individual investors of the above-referenced
debentures. To secure the Company’s obligations under the debentures, the
Company granted a security interest in substantially all of its assets,
including without limitation, its intellectual property, in favor of the
investors. The security interest terminated on December 8, 2006, the date
on
which less than one-quarter of the original principal amount of the Debentures
issued on the closing date are outstanding.
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:
December 12, 2006
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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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