RAMTRON INTERNATIONAL CORP
8-K, 1998-02-04
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                              -------------------
                                   FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                             SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):  February 2, 1998
                                                 -------------------


                       RAMTRON INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                                  Delaware
      (State of or other jurisdiction of incorporation or organization)

                                    0-17739
                          (Commission File Number)

                                84-0962308
                  (I.R.S. Employer Identification Number)

   1850 Ramtron Drive, Colorado Springs, Colorado 80921  (719) 481-7000
  (Address, including zip code, and telephone number, including area code,
                    of registrant's principal executive offices)

ITEMS 1 - 4  - Not Applicable

ITEM 5  - OTHER EVENTS:

The Company and Racom Systems, Inc., announced an agreement granting
Hitachi a worldwide, non-exclusive license to design, manufacture and sell
smart card products based on Racom's contactless, ferroelectric smart card
technology, and Ramtron's proprietary ferroelectric random access memory
("FRAM  (registered trademark") technology.  Further details regarding this
decision are set forth in the press release issued by the Company on
February 2, 1998, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

ITEM 6  - Not Applicable
<PAGE>
ITEM 7  - FINANCIAL STATEMENTS AND EXHIBITS

   (a)  Financial Statements - Not Applicable
   (b)  Pro-Forma Financial Information - Not Applicable
   (c)  Exhibits:
<TABLE>
<CAPTION>
   Exhibit Number
   --------------
   <C>      <S>
   99.1     Press Release dated February 2, 1998
</TABLE>

                              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.

                                           RAMTRON INTERNATIONAL CORPORATION

                                           By:  /S/  Richard L. Mohr
                                              ------------------------------
                                              Richard L. Mohr
                                              Executive Vice President and CFO

Date:  February 4, 1998


                                NEWS RELEASE
==============================================================================

NEWS FOR RELEASE: February 2, 1998

 HITACHI LICENSES FERROELECTRIC SMART CARD TECHNOLOGY FROM RACOM AND RAMTRON

Denver, CO, --- Racom Systems, Inc. (NASDAQ: RCOM) and Ramtron International
Corporation (NASDAQ: RMTR) announced today an agreement granting Hitachi a
worldwide, non-exclusive license to design, manufacture and sell smart card
products based on Racom's contactless, ferroelectric smart card technology,
and Ramtron's proprietary ferroelectric random access memory ("FRAM
(registered trademark") technology. This agreement with Racom and Ramtron
will help Hitachi strengthen its position as a major supplier of smart card
solutions as the company expands into the emerging contactless smart card
market. Worldwide smart card production is growing at over 35% per year and is
expected to reach an annual output in excess of 3 billion cards by 2001.
Hitachi is currently the leading supplier of smart card products to the
cellular phone and banking industries.

"As a leading world-wide manufacturer of smart card products, Hitachi's
decision to license Racom smart card technology as the basis for its expanding
contactless smart card initiative is a major milestone for our young company,"
Richard Horton, president and CEO of Racom Systems, says. "We look forward to
a long and mutually beneficial relationship with Hitachi and to continuing our
strategy of partnering with world-class companies of this caliber."

"FRAM technology has the unequaled attribute of reducing the complexity and
cost of current smart cards while simultaneously increasing performance,
reducing power and improving reliability", said L. David Sikes, Ramtron's
chairman and CEO. "Hitachi's established leadership in smart card products
provides an ideal avenue to expand FRAM memory's presence in electronic
commerce."

Open, interoperable software standards, such as MULTOS (registered trademark),
which is supported by Mondex International, LTD, a 51%-owned subsidiary of
MasterCard, and Java (trademark) Card, which is supported by Sun Microsystems,
could also benefit from the use of FRAM technology. By replacing the mix of
dissimilar memory technologies used in today's smart cards, FRAM technology
removes the unnatural, fixed partitions and performance limitations that bind
users to proprietary combinations of smart card hardware and software.

"With MULTOS, our goal is to enable smart card issuers and users to freely
choose their own applications, irrespective of proprietary hardware", said
Noel Stephens, Head of Technical Development of Mondex International, LTD.
"The integration of FRAM technology with smart card microprocessors is an
important development that reinforces a wider commitment to this principle."

FRAM technology provides a virtual memory architecture in hardware. "Java Card
could benefit greatly from this feature", said Patrice Peyret, Director of
Consumer Transactions of JavaSoft, a division of Sun Microsystems, Inc.
"Combined with Java Card's virtual machine, FRAM technology could well lead
the way to a new generation of advanced smart card solutions."
<PAGE>
The majority of smart cards today use a combination of complex memory
technologies, including ROM, SRAM, and EEPROM to store data. These
technologies support applications such as banking and retail, where users
insert a smart card into a terminal and typically wait tens of seconds for
completion of a transaction. Card users and service providers, however, would
also like to leverage smart cards in services such as public transportation,
entertainment and access control where transactions must be executed in
fractions of a second without card insertion. 

In order to support multiple applications, smart cards must provide both
contact and contactless operation. In addition, smart card microprocessors
must offer zero-wait state performance and unlimited data retention to meet
the processing demands of smart card interpretive languages and applet-based
operating systems as well as compute-intensive authentication and encryption
schemes. FRAM technology provides an ideal solution for addressing these
requirements. FRAMs are as fast as SRAM, yet potentially as dense as DRAM.
When compared to EEPROM, FRAM is up to 20,000 times faster, consumes as little
as 1 millionth the power and provides up to 10,000 times the endurance on
write cycles in addition to storing data for ten years or more without power.

Company Backgrounds:

Racom Systems, Inc., headquartered in Denver, Colorado, develops and delivers
smart card-based systems that automate transactions for electronic commerce,
information technology and industrial automation. Whether at home, work or
play, Racom's systems help put people in charge of their lives with solutions
that provide secure, convenient and personalized access to money, information,
property, and services. For further information about Racom, its technology
and products, contact Racom via email, at [email protected], at its Web address,
http://www.racom.com, by telephone at (303) 771-2077, or by fax at (303) 771-
4708.

Ramtron is the leading developer of FRAM memory products -- new high-
performance nonvolatile memories that merge the benefits of many mainstream
memory technologies into a single device. Ramtron holds 110 international and
U.S. patents covering its proprietary technologies and products, and has more
than 97 additional patent applications filed. For more information about
Ramtron and its products, contact: Communications Department, Ramtron
International Corporation, 1850 Ramtron Drive, Colorado Springs, Colorado,
USA, 80921. Telephone is 800-545-FRAM (3726); FAX is 719-481-9294; E-mail
address is [email protected]. Homepage is http://www.ramtron.com.

Investors Note:

Investors should carefully consider the preceding information as well as other
information contained in this press release before making an investment in the
Common Stock. Information contained in this press release contains "forward-
looking statements" which can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "should" or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy. No assurance can be given that the future results
covered by the forward-looking statements will be achieved. The preceding
matters constitute cautionary statements identifying important factors with
respect to such forward-looking statements, including certain risks and
uncertainties that could cause actual results to vary materially from the
future results covered in such forward-looking statements. Other factors could
also cause actual results to vary materially from the future results covered
in such forward-looking statements.
<PAGE>
"FRAM" is a registered trademark of Ramtron International Corporation.

"MULTOS" is a registered trademark of Mondex International Limited.

"Java" is a trademark of Sun Microsystems, Inc. in the United States and other
countries.



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