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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RAMBUS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0449233
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(State of incorporation (I.R.S. Employer
or organization) Identification Number)
2465 LATHAM STREET, MOUNTAIN VIEW, CA 94040
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(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of Exchange on which
to be registered each class is to be registered
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NOT APPLICABLE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.001 PAR VALUE
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(Title of class)
PREFERRED SHARE PURCHASE RIGHTS
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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Item 1. Description of Registrants Securities to be Registered
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Incorporated by reference to the section entitled "Description of
Capital Stock -Common Stock" and "- Certain Antitakeover Effects -
Rights Plan" contained in the Registrant's Registration Statement on
Form S-1 filed on March 6, 1997 (the "S-1 Registration Statement").
Item 2. Exhibits
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The following exhibits are filed as a part of this registration
statement:
3.1* Form of Amended and Restated Certificate of Incorporation
of Registrant filed March ___, 1997
3.2* Certificate of Designation of Rights, Preferences and
Privileges of Series EParticipating Preferred Stock
of Registrant.
3.3* Form of Amended and Restated Certificate of Incorporation
to be filed on or after the date of effectiveness of the
offering made under the S-1 Registration Statement.
3.4* Amended and Restated Bylaws of Registrant dated
February 28, 1997.
4.1* Form of Registrant's Common Stock Certificate.
4.2* Amended and Restated Information and Registration Rights
Agreement, dated as of January 7, 1997, between Registrant
and the parties indicated therein.
4.3* Form of Preferred Shares Rights Agreement, dated _________,
1997.
4.4* Common Stock Purchase Warrant dated January 7, 1997.
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* Incorporated by reference to the Exhibits of the same number to the S-1
Registration Statement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: April 2, 1997 RAMBUS INC.
By: /s/ Gary G. Harmon
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Gary G. Harmon,
Vice President, Finance and
Chief Financial Officer
