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 6, 2006
RIM SEMICONDUCTOR COMPANY
(Exact name of registrant as specified in its charter)
Utah 000-21875 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
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(Address of principal executive offices, including Zip Code)
(503) 257-6700
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(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
Rim Semiconductor Company (the "Company") and HelloSoft, Inc. ("HelloSoft")
have, as of February 6, 2006, entered into a Technology License Agreement (the
"Agreement"). Under the Agreement, the Company has obtained a license to include
HelloSoft's integrated VoIP software suite in the Company's Embarq30
semiconductor. The software suite includes an SIP Signaling Stack, Algorithms
for Voice Media Processing, Jitter Buffering, Call Control Manager, Media and
System Frameworks, Application Layer, OS Abstraction Layer and all necessary
software components required for VoIP clients. The HelloSoft solution is
standards compliant and has been verified for interoperability with commercial
SIP proxy servers and popular VoIP end point devices available in the market. In
exchange for such rights, the Company will pay to HelloSoft a license fee and
certain royalties based on its sales of products including the licensed
technology.
HelloSoft and the Company are parties to a Services Agreement, dated as of March
31, 2004 (the "Services Agreement"), a First Amendment to Services Agreement,
dated as of March 31, 2004, and Amendments 1.0, 2.0, and 3.0 to the Services
Agreement, dated as of October 11, 2004, July 26, 2005 and November 3, 2005,
respectively. Pursuant to these agreements, HelloSoft has been and continues to
be engaged to provide technology development services for the Company relating
to the Company's semiconductor products. As of February 10, 2006, HelloSoft
beneficially owns 5,825,396 shares of the Company's common stock. Other than as
described above, there is no material relationship between the Company and
HelloSoft and any of their respective affiliates, officers, or directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits: None
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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: February 10, 2006 By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive Officer
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