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): February 24, 2006
RIM SEMICONDUCTOR COMPANY
(Exact name of registrant as specified in its charter)
Utah 000-21785 95-4545704
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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):
[ ] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
WILLENBERG EMPLOYMENT AGREEMENT
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Rim Semiconductor Company (the "Company") entered into an employment agreement
(the "Agreement") with Ray Willenberg, Jr., dated as of March 1, 2006, pursuant
to which he will continue to serve as Executive Vice President of the Company.
The Agreement provides that Mr. Willenberg will serve as the Company's Executive
Vice President until the earlier of (i) his death or Disability (as defined in
the Employment Agreement); (ii) the termination of his employment by either
party without cause; (iii) the termination of his employment with Cause (as
defined in the Agreement), or (iv) March 3, 2008.
During Mr. Willenberg's employment, the Agreement provides for his nomination to
the Company's Board of Directors (the "Board") and, if so elected, his
appointment as chairman of the Board. Mr. Willenberg would resign from the Board
upon the termination of his employment.
Under the Agreement, Mr. Willenberg will receive an annual base salary of
$250,000.00. In addition, Mr. Willenberg shall be paid an amount equal to 2% of
the total annual amount received by the Company in respect of the film "Step
into Liquid" and, further, Mr. Willenberg has a right of first refusal to
purchase the Company's interest in the film if the Company receives an offer to
purchase such interest.
The Company considers Mr. Willenberg to have a material relationship with the
Company by virtue of his service as an employee, officer, and director of the
Company, and his ownership of stock, stock options, and a convertible promissory
note issued by the Company (as more fully described below).
CONSULTING AGREEMENTS
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On March 8, 2006, the Company entered into a Consulting Agreement with Advisor
Associates, Inc. ("Advisor Associates"), by which Advisor Associates agreed to
perform consulting and related services over a two year period in exchange for
the issuance by the Company of nine million restricted shares of the Company's
common stock, three million of which the Company has agreed to include in its
next registration statement on Form SB-2.
The Company considers Advisor Associates to have a material relationship with
the Company by virtue of Advisor Associates' service as an consultant to the
Company, and Advisor Associates' ownership of stock and warrants issued by the
Company.
On March 7, 2006, the Company entered into separate Consulting Agreements with
LF Technology Group, LLC ("LF Technology") and Starburst Innovations LLC
("Starburst"), by which each company agreed to perform consulting and related
services in exchange for the issuance by the Company of one million restricted
shares of the Company's common stock to each company.
The Company considers LF Technology and Starburst to have material relationships
with the Company by virtue of each company's service as a consultant to the
Company and ownership of stock issued by the Company.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 24, 2006, pursuant to an agreement with the Charles R. Cono Trust
(the "Cono Trust"), the Company issued 6,760,241 restricted shares of the
Company's common stock in exchange for the return and cancellation of the
promissory note payable to the Charles R. Cono Trust (the "Cono Note")
originally dated July 17, 2002 and amended October 31, 2002. As of February 24,
2006, the outstanding amount of the Cono Note was $473,219.89.
The Company considers the Cono Trust to have a material relationship with the
Company by virtue of the Cono Trust's ownership of stock issued by the Company.
On February 24, 2006, pursuant to an agreement with the assignee (the
"Assignee") of five individual notes payable to Epic Events Trust, Ltd., Exodus
Systems Trust, Ltd., Prospect Development Trust, Ltd., Pearl Street Investments
Trust, Ltd., and Riviera Bay Holdings Trust, Ltd. (the "Trust Notes"), the
Company issued 5,304,253 restricted shares of the Company's common stock in
exchange for the return and cancellation of the Trust Notes originally dated
June 29, 2000. As of February 24, 2006, the outstanding aggregate principal
amount of the Trust Notes was $256,866.00, with interest payable as of that date
of an additional $114,411.72.
The Company considers the Assignee to have a material relationship with the
Company by virtue of the Assignee's ownership of stock issued by the Company.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On March 7, 2006, the Company issued a convertible promissory note in the
principal amount of $301,196.55 (the "Note") to Ray Willenberg, Jr., the
Company's Executive Vice President. The Note replaces a promissory note in the
principal amount of $383,910.72 dated March 25, 2005, between the Company and
Mr. Willenberg, which had a remaining balance due of $88,746.55, and also
reflects additional amounts owed to Mr. Willenberg for deferred compensation.
The Note, which bears 8% interest, is due on the earlier of March 3, 2008 or the
date on which Mr. Willenberg's employment is terminated by the Company.
The Note is convertible, at the option of Mr. Willenberg, into shares of the
Company's common stock at a conversion price per share equal to the closing
price of the common stock on the Over-the-Counter Bulletin Board on the date of
conversion. Mr. Willenberg has certain registration rights set forth in the
Note.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
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10.1 Employment Agreement, dated as of March 1, 2006 between Rim
Semiconductor Company and Ray Willenberg, Jr.*
10.2 Convertible Note issued to Ray Willenberg, Jr., dated March 7,
2006
10.3 Consulting Agreement, dated as of March 7, 2006 between Rim
Semiconductor Company and LF Technology Group, LLC
10.4 Consulting Agreement, dated as of March 7, 2006 between Rim
Semiconductor Company and Starburst Innovations, LLC
10.5 Consulting Agreement, dated as of March 8, 2006 between Rim
Semiconductor Company and Advisor Associates, Inc.
* denotes a management agreement or compensatory plan or arrangement.
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
Dated: March 15, 2006 By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.1 Employment Agreement, dated as of March 1, 2006 between Rim
Semiconductor Company and Ray Willenberg, Jr.*
10.2 Convertible Note issued to Ray Willenberg, Jr., dated March 7,
2006
10.3 Consulting Agreement, dated as of March 7, 2006 between Rim
Semiconductor Company and LF Technology Group, LLC
10.4 Consulting Agreement, dated as of March 7, 2006 between Rim
Semiconductor Company and Starburst Innovations, LLC
10.5 Consulting Agreement, dated as of March 8, 2006 between Rim
Semiconductor Company and Advisor Associates, Inc.
* denotes a management agreement or compensatory plan or arrangement.