RIM SEMICONDUCTOR COMPANY
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 12, 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):
r Written
communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
r Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
r Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
r 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 12, 2006 (the “Effective Date”), Rim Semiconductor Company (the
“Company”) entered into a three-year Master ASIC Services Agreement with
eSilicon Corporation (“eSilicon”) (the “MSA”), pursuant to which eSilicon agreed
to provide physical design and manufacturing services to the Company in exchange
for cash and unregistered shares of the Company’s common stock.
Under
the
terms of the MSA, pursuant to orders made by the Company and accepted by
eSilicon on the Effective Date, eSilicon will provide physical design and
manufacturing services for the application-specific standard product (“ASSP”)
version of the Company’s Cupria™ Cu5001 transport processor. The MSA
contemplates possible additional products and services to be provided to the
Company by eSilicon.
In
connection with the MSA and related orders by the Company and pursuant to a
Stock Purchase Agreement between the Company and eSilicon made as of the
Effective Date, the Company issued to eSilicon on the Effective Date 3,736,991
shares of its restricted common stock (the “Restricted Shares”) for $395,000 of
non-recurring engineering services (“NRE Services”) to be provided by eSilicon
related to the ASSP version of the Cupria™ Cu5001. Some or all of the Restricted
Shares would be returned (based on agreed-to formulas) to the Company if the
Company were to cancel the NRE Services, in whole or in part, before all NRE
Services have been performed. Additional cash payments will be made by the
Company to eSilicon for other NRE services as such services are performed.
In
connection with the issuance of the Restricted Shares described above, the
Company and eSilicon entered into a Registration Rights and Transfer Restriction
Agreement, as of the Effective Date. In that agreement, the Company granted
eSilicon: (i) piggyback registration rights; and (ii) demand registration rights
that may be exercised only if the Company is eligible to file a registration
statement on Form S-3 for secondary offerings. Both the piggyback and demand
registration rights are subject to customary terms and conditions. In addition,
eSilicon has agreed that, for 18 months after the Effective Date, it will not
sell more than one-third of the Restricted Shares in any 90-day period without
the Company’s consent, subject to certain exceptions.
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 18, 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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