-------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 15 CERTIFICATE AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. COMMISSION FILE NUMBER 0-21785 --------------- RIM SEMICONDUCTOR COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 305 N.E. 102ND AVENUE SUITE 105 PORTLAND, OREGON 97220 (503) 257-6700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS (TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM) COMMON STOCK, PAR VALUE $0.001 PER SHARE (TITLES OF ALL OTHER CLASSES OF SECURITIES FOR WHICH A DUTY TO FILE REPORTS UNDER SECTION 13(A) OR 15(D) REMAINS) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) |X| Rule 12h-3(b)(1)(ii) |_| Rule 12g-4(a)(1)(ii) |_| Rule 12h-3(b)(2)(i) |_| Rule 12g-4(a)(2)(i) |_| Rule 12h-3(b)(2)(ii) |_| Rule 12g-4(a)(2)(ii) |_| Rule 15d-6 |_| Rule 12h-3(b)(1)(i) |_| Approximate number of holders of record as of the certification or notice date: None -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, Rim Semiconductor Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Rim Semiconductor Company DATE: January 20, 2006 BY: /s/ BRAD KETCH --------------------- -------------------------------------------- NAME: Brad Ketch --------------------------------------- TITLE: President and Chief Executive Officer -------------------------------------