424B3
Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-133508
Prospectus
Supplement
(To
Prospectus dated August 16, 2006)
RIM
SEMICONDUCTOR COMPANY
This
prospectus supplement describes an addition to the “SELLING
SHAREHOLDER”
section
found on pages 46-53 and the “PLAN
OF
DISTRIBUTION"
section
found on pages 53-54 of the Rim Semiconductor Company Prospectus dated August
16, 2006. You should read this prospectus supplement in conjunction with the
prospectus. This prospectus supplement is qualified in its entirety by reference
to the prospectus, except to the extent the information in this prospectus
supplement supersedes the information contained in the prospectus. Capitalized
terms used in this prospectus supplement and not otherwise defined herein have
the meanings specified in the prospectus.
The
following paragraph should be included in the “SELLING
SHAREHOLDER”
and
“PLAN
OF
DISTRIBUTION”
sections of the prospectus.
Pond
Equities, Inc. received warrants as compensation for its services to the Company
in the March 2006 private placement. The warrants are exercisable for an
aggregate of 14,191,112 shares of the Company's common stock. This prospectus
also includes an additional 1,419,111 shares of common stock representing the
Company's good faith estimate of Adjustment Shares that could be issued to
Pond
Equities, Inc. The NASD deems the foregoing as compensation for purposes of
this
offering and, accordingly, the shares issuable upon exercise of the warrants
and any shares issued as Adjustment Shares are restricted pursuant to Rule
2710(g)(1) of the NASD Conduct Rules.
The
Date
of this Prospectus Supplement is October 12, 2006