<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RAMBUS INC.
---------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ________
(2) Aggregate number of securities to which transaction applies: ___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): _____________
(4) Proposed maximum aggregate value of transaction: _______________________
(5) Total fee paid: ________________________________________________________
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement no.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
<PAGE>
[LOGO OF RAMBUS]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 29, 1999
----------------
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Rambus Inc., a Delaware corporation (the "Company"), will be held
on Friday, January 29, 1999 at 9:00 a.m., local time, at the Sheraton Palo
Alto Hotel, 625 El Camino Real, Palo Alto, California 94301, for the following
purposes:
1. To elect three Class II directors for a term of two years and until
their successors are duly elected and qualified.
2. To ratify the appointment by the Board of Directors of the firm
PricewaterhouseCoopers LLP as independent auditors of the Company for
the fiscal year ending September 30, 1999.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Annual Meeting.
Only holders of record of the Company's common stock at the close of
business on December 17, 1998, the record date, are entitled to vote on the
matters listed in this Notice of Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to sign and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if he or she has returned a proxy.
By Order Of The Board Of Directors
of Rambus Inc.
Gary G. Harmon
Vice President, Finance, Chief
Financial Officer
and Secretary
Mountain View, California
December 23, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE IN THE ENCLOSED ENVELOPE
<PAGE>
RAMBUS INC.
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROCEDURAL MATTERS........................................................ 1
General................................................................. 1
Voting at the Annual Meeting; Record Date............................... 1
Quorum; Required Vote................................................... 1
Proxies................................................................. 2
Expenses of Solicitation................................................ 2
Procedure for Submitting Stockholder Proposals.......................... 2
PROPOSAL ONE: ELECTION OF DIRECTORS....................................... 4
General................................................................. 4
Nominees for Class II Directors......................................... 4
Information Regarding Nominees and Other Directors...................... 5
Board Meetings and Committees........................................... 7
Director Compensation................................................... 7
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS......... 8
Required Vote........................................................... 8
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT.................. 9
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT......................... 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION............... 10
EXECUTIVE OFFICER COMPENSATION............................................ 11
Executive Officers of the Company....................................... 11
Summary Compensation Table.............................................. 13
Option Grants in Last Fiscal Year....................................... 14
Aggregate Option Exercises in Fiscal 1998 and Fiscal Year-End Option
Values................................................................. 14
Employment Agreements................................................... 14
CERTAIN TRANSACTIONS...................................................... 15
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS............ 15
Compensation Philosophy and Policies.................................... 15
Elements of Compensation................................................ 15
Fiscal 1998 Executive Compensation...................................... 16
Fiscal 1998 Chief Executive Officer Compensation........................ 17
COMPANY STOCK PRICE PERFORMANCE GRAPH..................................... 18
OTHER MATTERS............................................................. 19
</TABLE>
<PAGE>
RAMBUS INC.
----------------
PROXY STATEMENT
FOR
1999 ANNUAL MEETING OF STOCKHOLDERS
----------------
PROCEDURAL MATTERS
GENERAL
This Proxy Statement is being furnished to holders of common stock, par
value $0.001 per share (the "Common Stock"), of Rambus Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of the
Company's Stockholders (the "Annual Meeting") to be held on Friday, January
29, 1999 at 9:00 a.m., local time, and at any adjournment or postponement
thereof, for the purpose of considering and acting upon the matters set forth
herein and in the accompanying Notice of Annual Meeting. The Annual Meeting
will be held at the Sheraton Palo Alto Hotel, 625 El Camino Real, Palo Alto,
California 94301. The telephone number at the Sheraton Palo Alto Hotel is
(650) 328-2800. The Company's headquarters are located at 2465 Latham Street,
Mountain View, California 94040, and the telephone number at that location is
(650) 944-8000.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about December 23, 1998, together with the Company's 1998 Annual
Report to Stockholders (which includes the company's 10-K for its 1998 fiscal
year), to all holders of Common Stock entitled to vote at the Annual Meeting.
Stockholders may obtain, for the cost of copying, a copy of any exhibits to
the Company's 10-K by writing to the Secretary of the Company at the Company's
headquarters.
VOTING AT THE ANNUAL MEETING; RECORD DATE
Only holders of record of the Company's Common Stock at the close of
business on December 17, 1998 (the "Record Date") are entitled to notice of
and to vote at the Annual Meeting. Such stockholders are entitled to cast one
vote for each share of Common Stock held as of the Record Date on all matters
properly submitted for the vote of stockholders at the Annual Meeting. As of
the Record Date, there were 23,106,497 shares of the Company's Common Stock
outstanding and entitled to be voted at the Annual Meeting. No shares of
Preferred Stock were outstanding. For information regarding security ownership
by management and by the beneficial owners of more than 5% of the Company's
Common Stock, see "Share Ownership by Principal Stockholders and Management."
QUORUM; REQUIRED VOTE
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting.
Stockholders' votes will be tabulated by persons appointed by the Board of
Directors to act as inspectors of election for the Annual Meeting. While there
is no definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions in the counting of votes, the Company believes that
abstentions should be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of shares entitled to vote. In the absence of controlling
precedent to the contrary, the Company intends to treat abstentions in this
manner. In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware
Supreme Court held that, while broker non-votes may be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, broker non-votes should not be counted for purposes of determining
the number of shares entitled to vote with respect to the particular proposal
on which the broker has expressly not voted. In the election of directors, the
three nominees who receive the greatest
<PAGE>
number of votes will be elected, and therefore abstentions and broker non-
votes will have no effect on the outcome of the election of directors. There
are no cumulative voting rights in the election of directors.
PROXIES
All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If no instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at
the Annual Meeting, including, among other things, consideration of a motion
to adjourn the Annual Meeting to another time or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons
named in the enclosed proxy and acting thereunder will have discretion to vote
on those matters in accordance with their best judgment. The Company does not
currently anticipate that any other matters will be raised at the Annual
Meeting. The Company has an advance notice Bylaw provision described in
"Procedure for Submitting Stockholder Proposals" below. To date, the Company
has not received from any stockholder any notice with respect to nomination
for the election of directors or other business to be brought before the
Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A proxy may be revoked (i) by filing
with the Secretary of the Company, at or before the taking of the vote at the
Annual Meeting, a written notice of revocation or a duly executed proxy, in
either case later dated than the prior proxy relating to the same shares or
(ii) by attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not of itself revoke a proxy). Any written notice
of revocation or subsequent proxy must be received by the Secretary of the
Company prior to the taking of the vote at the Annual Meeting. Such written
notice of revocation or subsequent proxy should be hand delivered to the
Secretary of the Company or should be sent so as to be delivered to Rambus
Inc., 2465 Latham Street, Mountain View, CA 94040, Attention: Secretary.
EXPENSES OF SOLICITATION
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by the Company. The Company may
reimburse brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of Common Stock for their reasonable expenses
in forwarding solicitation material to such beneficial owners. Directors,
officers and employees of the Company may also solicit proxies in person or by
telephone, telegram, letter, facsimile or other means of communication. Such
directors, officers and employees will not be additionally compensated, but
they may be reimbursed for reasonable out-of-pocket expenses in connection
with such solicitation. In addition, the Company has retained Corporate
Investor Communications, Inc. to assist in the solicitation of proxies at an
estimated fee of $1,500, plus reimbursement of reasonable out-of-pocket
expenses.
PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS
Stockholders may present proper proposals for inclusion in the Company's
proxy statement and for consideration at the next annual meeting of its
stockholders by submitting their proposals in writing to the Secretary of the
Company in a timely manner. In order to be included in the Company's proxy
materials for the annual meeting of stockholders to be held in the year 2000,
stockholder proposals must be received by the Secretary of the Company no
later than August 25, 1999, and must otherwise comply with the requirements of
Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
In addition, the Company's Bylaws establish an advance notice procedure with
regard to certain matters, including stockholder proposals not included in the
Company's proxy statement, to be brought before an annual meeting of
stockholders. For nominations or other business to be properly brought before
the meeting by a stockholder, such stockholder must provide written notice
delivered to the Secretary of the Company 90 days in
2
<PAGE>
advance of the annual or special meeting, which notice must contain specified
information concerning the matters to be brought before such meeting and
concerning the stockholder proposing such matters. In the event that less than
100 days notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A copy of the full text of the
Bylaw provisions discussed above may be obtained by writing to the Secretary
of the Company. All notices of proposals by stockholders, whether or not
included in the Company's proxy materials, should be sent to Rambus Inc., 2465
Latham Street, Mountain View, CA 94040, Attention: Secretary.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Company's Board of Directors is currently comprised of six members who
are divided equally into two classes with overlapping two-year terms. A
director serves in office until his or her respective successor is duly
elected and qualified or until his or her earlier death or resignation. Any
additional directorships resulting from an increase in the number of directors
will be distributed among the two classes so that, as nearly as possible, each
class will consist of an equal number of directors.
NOMINEES FOR CLASS II DIRECTORS
Three Class II directors are to be elected at the Annual Meeting for a two-
year term ending in 2001. The Board of Directors has nominated WILLIAM
DAVIDOW, P. MICHAEL FARMWALD and GEOFF TATE for re-election as Class II
directors. Unless otherwise instructed, the persons named in the enclosed
proxy intend to vote proxies received by them for the re-election of Dr.
Davidow, Dr. Farmwald and Mr. Tate. The Company expects that each of Dr.
Davidow, Dr. Farmwald and Mr. Tate will accept such nomination; however, in
the event that Dr. Davidow, Dr. Farmwald or Mr. Tate is unable or declines to
serve as a director at the time of the Annual Meeting, proxies will be voted
for a substitute nominee or nominees designated by the present Board of
Directors. The term of office of each person elected as a director will
continue until such director's term expires in 2001 or until such director's
successor has been elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED ABOVE.
4
<PAGE>
INFORMATION REGARDING NOMINEES AND OTHER DIRECTORS
Set forth below is certain information regarding the nominees for Class II
directors and each other director of the Company whose term of office
continues after the Annual Meeting.
NOMINEES FOR CLASS II DIRECTORS FOR A TERM EXPIRING IN 2001
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
William Davidow....... 63 Dr. Davidow has served as Chairman of the Board of
Directors since the Company was founded in March
1990. Since 1985, Dr. Davidow has been a general
partner of Mohr, Davidow Ventures, a venture capital
firm. From 1973 to 1985, he held a number of
management positions at Intel Corporation, including
Senior Vice President of Marketing and Sales, Vice
President of the Microcomputer Division and Vice
President of the Microcomputer Systems Division. Dr.
Davidow holds A.B. and M.S. degrees in Electrical
Engineering from Dartmouth College and a Ph.D. in
Electrical Engineering from Stanford University. He
also serves as a director of Vantive Corporation and
Power Integrations, Inc. and several privately held
companies.
P. Michael Farmwald... 44 Dr. Farmwald has served as a director of the Company
since co-founding the Company in March 1990, and as
Vice President and Chief Scientist from March 1990
to November 1993. He co-founded Chromatic Research
Inc., a privately held developer of media processors
for the PC industry, in November 1993, where he
currently holds the title of Visionary and served as
a director prior to the sale of Chromatic Research
Inc. to ATI Technologies Inc. in November 1998. From
1988 to 1989, Dr. Farmwald was an associate
professor of Electrical and Computer Engineering at
the University of Illinois. In 1986, he co-founded
FTL which merged that year with MIPS. From 1986 to
1988, Dr. Farmwald was Chief Scientist for High End
Systems at MIPS. Dr. Farmwald holds a B.S. degree in
Mathematics from Purdue University and a Ph.D. in
Computer Science from Stanford University. He also
serves as a director of a privately held company.
Geoff Tate............ 44 Mr. Tate has served as President, Chief Executive
Officer and Director since joining the Company in
May 1990. From February 1989 to January 1990, Mr.
Tate served as Senior Vice President and Corporate
Officer, Microprocessor and Peripherals with
Advanced Micro Devices, Inc. ("AMD"), a
semiconductor manufacturer. From 1979 to 1989, Mr.
Tate served in various marketing and product line
management positions with AMD. Mr. Tate holds a B.S.
degree in Computer Science from the University of
Alberta and an M.B.A. from the Harvard Graduate
School of Business Administration.
</TABLE>
5
<PAGE>
INCUMBENT CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
---- --- --------------------------------------------
<S> <C> <C>
Bruce Dunlevie........ 42 Mr. Dunlevie has served as a director of the Company
since its founding in March 1990. He has been a
member of the venture capital firm Benchmark Capital
since April 1996, and a general partner of the
venture capital firm Merrill, Pickard, Anderson &
Eyre since 1989. Mr. Dunlevie also served as Vice
President and General Manager of the Personal
Computer Systems Division of Everex Systems, a
personal computer manufacturer. He holds a B.A.
degree in History from Rice University and an M.B.A.
from Stanford University. Mr. Dunlevie also serves
as a director of Geoworks, an operating systems
software company, Genesys Telecommunications
Laboratories, Inc., a CTI framework provider and
several privately held companies.
Charles Geschke....... 59 Dr. Geschke has served as a director of the Company
since February 1996. He is a co-founder of Adobe
Systems Incorporated, a software company, and has
served as a director of that company since 1982,
Chief Operating Officer from 1986 to 1995, President
since 1989 and Chairman since 1997. Prior to 1982,
Dr. Geschke held various positions with Xerox's Palo
Alto Research Center, including Manager of the
Imaging Sciences Laboratory. He holds an A.B. degree
in Classics and an M.S. degree in Mathematics from
Xavier University of Ohio, and received his Ph.D. in
Computer Science from Carnegie-Mellon University.
Mark Horowitz......... 41 Dr. Horowitz has served as a director since co-
founding the Company in March 1990 and as Vice
President from March 1990 to May 1994 and currently
continues to serve in a part-time capacity as a
member of the technical staff. Dr. Horowitz has
taught at Stanford University since 1984 where he is
currently professor of Electrical Engineering. He
holds B.S. and M.S. degrees in Electrical
Engineering from Massachusetts Institute of
Technology and received his Ph.D. in Electrical
Engineering from Stanford University.
</TABLE>
6
<PAGE>
BOARD MEETINGS AND COMMITTEES
During fiscal 1998, the Board of Directors held nine meetings (including
regularly scheduled and special meetings), and no incumbent director attended
fewer than 75% of the total number of meetings of the Board of Directors and
the committees, if any, of which he was a member. Certain matters approved by
the Board of Directors were approved by unanimous written consent.
The Board of Directors currently has three standing committees: an Audit
Committee, a Compensation Committee and a Stock Option Committee. The Company
has no nominating committee or committee performing a similar function. The
Audit Committee and the Compensation Committee currently consist of William
Davidow, Bruce Dunlevie and Charles Geschke. The Stock Option Committee
currently consists of one member, Geoff Tate.
Audit Committee. The Audit Committee, which met four times during fiscal
1998, makes such examinations as are necessary to monitor the corporate
financial reporting and the internal and external audits of the Company,
provides to the Board the results of its examinations and recommendations
derived therefrom, outlines to the Board improvements made, or to be made, in
internal accounting controls, nominates independent auditors, and provides
such additional information and materials as it may deem necessary to make the
Board aware of significant financial matters that require Board attention.
Compensation Committee. The Compensation Committee, which met two times
during fiscal 1998, reviews and makes recommendations to the Board of
Directors regarding all forms of compensation to be provided to the executive
officers and directors of the Company, including stock compensation and loans,
and all bonus and stock compensation to all employees. Certain matters were
approved by the Compensation Committee by unanimous written consent.
Stock Option Committee. The Stock Option Committee, which was established in
February 1997, has the authority (subject to limitations, if any, which may be
established by the Company's Board of Directors) to administer the issuance of
stock options under the Company's 1997 Stock Plan (the "Stock Plan"), of up to
25,000 shares per employee per year, other than executive officers.
DIRECTOR COMPENSATION
Board members do not receive any cash fees for their service on the Board or
any Board committee, but they are entitled to reimbursement of all reasonable
out-of-pocket expenses incurred in connection with their attendance at Board
and Board committee meetings. All Board members are eligible to receive stock
options pursuant to the discretionary option grant program in effect under the
Stock Plan. The Stock Plan also provides for an automatic grant of an option
to purchase 10,000 shares of Common Stock (the "First Option") to each non-
employee, non-founder director who becomes a non-employee, non-founder
director after the effective date of the Stock Plan provided that an employee
director who becomes a non-employee, non-founder director is not eligible for
the First Option. In addition, each non-employee, non-founder director is
automatically granted an option to purchase 5,000 shares (a "Subsequent
Option") on October 1 of each year provided he or she is then a non-employee,
non-founder director and, provided further, that on such date he or she has
served on the Board for at least six months. On October 1, 1998, Dr. Davidow,
Mr. Dunlevie and Dr. Geschke were each granted a Subsequent Option to purchase
5,000 shares of Common Stock with an exercise price equal to the closing price
of the Company's Common Stock.
7
<PAGE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP as
independent auditors of the Company to audit the consolidated financial
statements of the Company for the fiscal year ending September 30, 1999, and
has determined that it would be desirable to request that the stockholders
ratify such appointment.
PricewaterhouseCoopers LLP (or its predecessor, Coopers & Lybrand L.L.P.)
has audited the Company's financial statements since 1991. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting
with the opportunity to make a statement if he or she desires to do so, and is
expected to be available to respond to appropriate questions.
REQUIRED VOTE
Although stockholder approval is not required for the appointment of
PricewaterhouseCoopers LLP since the Board of Directors has the responsibility
for selecting auditors, the Board of Directors has conditioned its appointment
of the Company's independent auditors upon the receipt of the affirmative vote
of a majority of the votes duly cast at the Annual Meeting. In the event that
the stockholders do not approve the selection of PricewaterhouseCoopers LLP,
the Board of Directors will reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
8
<PAGE>
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Under the proxy rules of the Securities and Exchange Commission, a person
who directly or indirectly has or shares voting power or investment power with
respect to a security is considered a beneficial owner of the security. Voting
power is the power to vote or direct the voting of shares, and investment
power is the power to dispose of or direct the disposition of shares. Shares
as to which voting power or investment power may be acquired within 60 days
are also considered as beneficially owned under the proxy rules.
The following table sets forth certain information as of November 30, 1998,
regarding beneficial ownership of the Company's Common Stock by (i) each
person who is known to the Company to own beneficially more than five percent
of the Company's Common Stock, (ii) each director and each nominee for
election as a director of the Company, (iii) each executive officer named in
the Summary Compensation Table set forth in this Proxy Statement, and (iv) all
current directors and current executive officers of the Company as a group.
The information on beneficial ownership in the table and the footnotes thereto
is based upon the Company's records and the most recent Schedule 13D or 13G
filed by each such person or entity and information supplied to the Company by
such person or entity. Unless otherwise indicated, each person has sole voting
power and sole investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
BENEFICIALLY SHARES BENEFICIALLY
NAME OR GROUP OF BENEFICIAL OWNERS OWNED(1) OWNED(1)
- ----------------------------------------- ---------------- -------------------
<S> <C> <C>
FMR Corp. (Fidelity)..................... 3,134,400 13.6
82 Devonshire Street
Boston, MA 02109
Geoff Tate(2)............................ 979,889 4.2
Gary Harmon(3)........................... 148,968 0.6
David Mooring(4)......................... 180,056 0.8
Allen Roberts(5)......................... 234,743 1.0
Subodh Toprani(6)........................ 162,796 0.7
William Davidow(7)....................... 253,201 1.1
Bruce Dunlevie(8)........................ 1,036,318 4.5
P. Michael Farmwald...................... 1,227,734 5.3
Charles Geschke(9)....................... 68,437 0.3
Mark Horowitz............................ 683,629 3.0
All directors and executive officers as a
group (13 persons) (10)................. 5,129,542 21.8
--------- ----
</TABLE>
- --------
(1) Percentage of shares beneficially owned is based on 23,104,097 shares
outstanding as of November 30, 1998. Unless otherwise indicated below,
the persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject
to community property laws where applicable. Shares subject to options
which are exercisable within 60 days of November 30, 1998 are deemed to
be outstanding and to be beneficially owned by the person holding such
options for the purpose of computing the percentage ownership of such
person, but are not deemed to be outstanding and to be beneficially owned
for the purpose of computing the percentage ownership of any other
person.
(2) Includes 75,000 shares subject to options exercisable within 60 days of
November 30, 1998, of which no shares were vested and 75,000 shares were
unvested as of November 30, 1998. Also includes 15,000 shares held of
record by Mr. Tate's wife, Colleen Thygesen Tate, as Trustee for their
children. At November 30, 1998, 40,000 shares held by Mr. Tate were
subject to a right of repurchase in favor of the Company which lapses
over time.
(3) Includes 30,500 shares subject to options exercisable within 60 days of
November 30, 1998 of which 1,166 shares were vested and 29,334 shares
were unvested as of November 30, 1998.
(4) At November 30, 1998, 72,750 shares held by Mr. Mooring were subject to a
right of repurchase in favor of the Company which lapses over time.
9
<PAGE>
(5) Includes 80,500 shares subject to options exercisable within 60 days of
November 30, 1998 of which 4,791 shares were vested and 75,709 shares
were unvested as of November 30, 1998. At November 30, 1998, 9,792 shares
held by Mr. Roberts were subject to a right of repurchase in favor of the
Company which lapses over time.
(6) Includes 60,500 shares subject to options exercisable within 60 days of
November 30, 1998 of which 26,250 shares were vested and 34,250 shares
were unvested as of November 30, 1998.
(7) Includes 1,562 shares subject to options exercisable within 60 days of
November 30, 1998 of which 1,354 shares were vested and 208 shares which
were unvested as of November 30, 1998. At November 30, 1998, 5,625 shares
held by Dr. Davidow were subject to a right of repurchase in favor of the
Company which lapses over time.
(8) Includes all shares held by entities affiliated with MPAE V Management
Co. Bruce W. Dunlevie, a director of the Company, is a general partner of
MPAE V Management Co. which is a general partner of Merrill, Pickard,
Anderson & Eyre V, L.P. which owns 941,516 shares. Mr. Dunlevie is deemed
to have voting and investment power with respect to such shares. Mr.
Dunlevie may be deemed to beneficially own such shares, but he disclaims
beneficial ownership of all such shares except to the extent of his
pecuniary interest therein. Also includes (i) 36,562 shares subject to
options exercisable within 60 days of November 30, 1998, of which 30,729
shares were vested and 5,833 shares were unvested as of November 30,
1998, and (ii) 8,000 shares held of record by Mr. Dunlevie as trustee for
his children.
(9) Includes 31,875 shares held of record by The Geschke Family Trust Dated
9/25/87, and 26,562 shares subject to options exercisable within 60 days
of November 30, 1998 of which 18,020 shares were vested and 8,542 shares
were unvested as of November 30, 1998. At November 30, 1998, 5,625 shares
held by Dr. Geschke were subject to a right of repurchase in favor of the
Company which lapses over time.
(10) Includes 383,997 shares subject to options exercisable within 60 days of
November 30, 1998 of which 115,330 shares were vested and 268,667 shares
were unvested as of November 30, 1998. At November 30, 1998, 152,126
shares held by such persons were subject to a right of repurchase in
favor of the Company which lapses over time.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
executive officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities ("10% Stockholders"), to
file reports of ownership on a Form 3 and changes in ownership on a Form 4 or
a Form 5 with the SEC and The Nasdaq Stock Market, Inc. Such executive
officers, directors and 10% Stockholders are also required by SEC rules to
furnish the Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no
Forms 5 were required for such persons, the Company believes that, during
fiscal 1998, its executive officers, directors and 10% Stockholders complied
with all applicable Section 16(a) filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of Dr. Davidow, Mr.
Dunlevie and Dr. Geschke. No interlocking relationship exists between any
member of the Company's Compensation Committee and any member of any other
company's board of directors or compensation committee, nor has any such
interlocking relationship existed in the past. No member of the Compensation
Committee is or was formerly an officer or an employee of the Company.
10
<PAGE>
EXECUTIVE OFFICER COMPENSATION
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company and their ages and positions as of
September 30, 1998, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------- --- ---------------------------------------------------------
<S> <C> <C>
Geoff Tate....... 44 President, Chief Executive Officer and Director
Gary Harmon...... 60 Vice President, Finance, Chief Financial Officer and
Secretary
Joel Karp........ 58 Vice President, Intellectual Property
Ed Larsen........ 46 Vice President, Human Resources
David Mooring.... 39 Vice President and General Manager, Personal Computer
Division
Allen Roberts.... 42 Vice President and General Manager, Memory and Technology
Division
Subodh Toprani... 44 Vice President and General Manager, Logic Products
Division
Takahiro Kamo.... 63 Chairman, Rambus K.K.
</TABLE>
The Company's executive officers are appointed by, and serve at the
discretion of, the Board of Directors. There is no family relationship between
any executive officer and any director of the Company.
Geoff Tate has served as President, Chief Executive Officer and Director
since joining the Company in May 1990. From February 1989 to January 1990, Mr.
Tate served as Senior Vice President and Corporate Officer, Microprocessor and
Peripherals with Advanced Micro Devices, Inc. ("AMD"), a semiconductor
manufacturer. From 1979 to 1989, Mr. Tate served in various marketing and
product line management positions with AMD. Mr. Tate holds a B.S. degree in
Computer Science from the University of Alberta and an M.B.A. from the Harvard
Graduate School of Business Administration.
Gary Harmon has served as Vice President, Finance, Chief Financial Officer
and Secretary since joining the Company in March 1993. Prior to 1993, Mr.
Harmon held various financial positions at Novellus Systems Inc., Digital
Microwave Inc. and Avantek, Inc. Mr. Harmon holds a B.S. degree in Electrical
Engineering from Stanford University and an M.B.A. from the Harvard Graduate
School of Business Administration.
Joel Karp has served as Vice President, Intellectual Property, since joining
the Company in October 1997. From September 1990 to July 1997, Mr. Karp worked
for Samsung Semiconductors, a semiconductor manufacturer, from September 1990
to December 1996 as Vice President and from January 1997 to July 1997 as
Senior Vice President. Mr. Karp holds a B.S. in Electrical Engineering from
Massachusetts Institute of Technology.
Ed Larsen has served as Vice President, Human Resources, since joining the
Company in September 1996. From May 1995 to August 1996, he served as
Director, Human Resources for Cirrus Logic, Inc., a semiconductor
manufacturer. From June 1991 to July 1993 and May 1994 to May 1995, Mr. Larsen
was an independent consultant. From July 1993 to April 1994, he served as
Director, Human Resources for Zilog, Inc., a semiconductor manufacturer. Mr.
Larsen has also held various human resources positions with VLSI Technology
and Motorola. Mr. Larsen holds a B.S. degree in Business Administration from
the University of Minnesota.
David Mooring joined the Company in February 1991 as Vice President,
Marketing and Sales. He served as Vice President, Business Development from
May 1994 to March 1997, when he became Vice President and General Manager of
the Personal Computer Division. From 1989 to 1991, he served as Vice President
of Marketing and Sales at Vitesse Semiconductor, Inc., a semiconductor
manufacturer. From 1980 to 1989,
11
<PAGE>
Mr. Mooring held various marketing and sales positions at Intel Corporation.
Mr. Mooring holds a B.S. degree in Economics from the University of Santa
Clara, an M.B.A. from Pepperdine University and an M.S. degree in Computer
Engineering from the University of Southern California.
Allen Roberts joined the Company in February 1991 as Vice President,
Engineering. In March 1997, he became Vice President and General Manager of
the Memory and Technology Division. In 1986, he co-founded FTL which merged
that year with MIPS Computer Systems, Inc. ("MIPS"). He served as Director of
High-End Engineering at MIPS from 1986 until 1991. Mr. Roberts has also held
various engineering positions at E1xsi Inc., Infotek Systems and the Jet
Propulsion Laboratory. Mr. Roberts holds a B.S. degree in Electrical
Engineering from Stanford University.
Subodh Toprani joined the Company in May 1994 as Vice President, Marketing.
In March 1997, he became Vice President and General Manager of the Logic
Products Division. From February 1992 to April 1994, Mr. Toprani served as
Director of Marketing and Systems Engineering with the Personal Computer
Products Division of AMD. From 1982 to 1992, Mr. Toprani served in various
field engineering and marketing positions with AMD. He has also held various
engineering positions with Bally Manufacturing Corp., a manufacturer of gaming
and leisure equipment, and Gaming Devices Inc., a manufacturer of gaming
equipment. Mr. Toprani holds a B.S. degree in Physics from St. Xavier's
College of Bombay and B.S. and M.S. degrees in Electrical Engineering from the
Illinois Institute of Technology.
Takahiro "Tom" Kamo is an independent consultant and has served as Chairman
of the Company's Japanese subsidiary, Rambus K.K., since June 1991. In 1974,
Mr. Kamo established Intel Corporation's Japanese subsidiary, Intel Japan
K.K., and served as its President and Vice Chairman. In 1988, he was elected
Chairman of Intel Japan K.K. and served in this capacity until his retirement
in 1990. In 1963, Mr. Kamo co-founded Tokyo Electron Laboratories ("TEL"), a
Japanese importer/exporter of electronic products. He later founded TEL
Engineering, a subsidiary of TEL involved in the design and manufacturing of
semiconductor production equipment, where he served as President until 1974.
Mr. Kamo holds a B.S. degree in Electrical Engineering from Waseda University
in Tokyo.
12
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years ended September 30,
1996, 1997 and 1998, certain summary information regarding the compensation of
the Company's Chief Executive Officer and each of the other four most highly
compensated executive officers (collectively, the "Named Executive Officers")
whose annual compensation (salary and bonus) for services rendered in all
capacities to the Company exceeded $100,000.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL
COMPENSATION SECURITIES
----------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS (#) COMPENSATION(2)
---------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Geoff Tate.................. 1998 $215,000 $68,300 70,000 $1,920
President and Chief 1997 215,000 52,039 75,000 1,920
Executive Officer 1996 215,000 32,789 -0- 2,656
Gary Harmon................. 1998 169,856 52,547 30,000 1,630
Vice President, Finance and 1997 154,425 39,560 10,000 1,630
Chief Financial Officer 1996 154,425 28,189 6,500 1,684
David Mooring............... 1998 186,250 60,743 40,000 1,920
Vice President and General 1997 170,250 58,302 20,000 1,920
Manager, Personal Computer 1996 149,705 53,424 11,500 2,047
Division
Allen Roberts............... 1998 187,066 59,628 40,000 1,918
Vice President and General 1997 178,266 44,390 20,000 1,918
Manager, Memory and 1996 178,266 26,235 15,500 2,409
Technology Division
Subodh Toprani.............. 1998 172,500 56,268 35,000 1,920
Vice President and General 1997 165,000 34,487 10,000 1,920
Manager, Logic Products
Division 1996 165,000 24,721 10,500 2,331
</TABLE>
- --------
(1) Earned for services during year.
(2) Consists of group term life insurance premiums paid by the Company.
13
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding stock options
granted to each of the Named Executive Officers for the fiscal year ended
September 30, 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------------------------
GRANTED FISCAL YEAR(2) PER SHARE(3) DATE 5% 10%
---------- -------------- ------------ ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Geoff Tate.............. 70,000 6.2% $51.125 12/4/07 $ 2,250,656 $ 5,703,606
Gary Harmon............. 30,000 2.7% $51.125 12/4/07 $ 964,567 $ 2,444,402
David Mooring........... 40,000 3.6% $51.125 12/4/07 $ 1,286,089 $ 3,259,203
Allen Roberts........... 40,000 3.6% $51.125 12/4/07 $ 1,286,089 $ 3,259,203
Subodh Toprani.......... 35,000 3.1% $51.125 12/4/07 $ 1,125,328 $ 2,851,802
</TABLE>
- --------
(1) Potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the ten year
term. These numbers are calculated based on Securities and Exchange
Commission requirements and do not reflect the Company's estimate of
future stock price growth.
(2) The Company granted options to purchase 1,125,900 shares of Common Stock
to all employees during fiscal 1998.
(3) Options were granted at an exercise price equal to the fair market value
of the Company's Common Stock at the date of grant.
AGGREGATE OPTION EXERCISES IN FISCAL 1998 AND FISCAL YEAR-END OPTION VALUES
The following table sets forth for each of the Named Executive Officers the
shares acquired and the value realized on each exercise of stock options
during the year ended September 30, 1998 and the year-end number and value of
exercisable and unexercisable options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 9/30/98(1) AT 9/30/98(2)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Geoff Tate.............. -- -- -- 145,000 -- $5,326,250
Gary Harmon............. -- -- -- 60,500 -- $2,254,750
David Mooring........... -- -- -- 40,000 -- $ 515,000
Allen Roberts........... 80,000 $3,934,439 24,738 135,762 $1,571,931 $6,438,569
Subodh Toprani.......... -- -- 25,000 70,500 $1,590,000 $2,626,125
</TABLE>
- --------
(1) Although some options are immediately exercisable for all the option
shares, any shares purchased under such an option are subject to
repurchase by the Company, at the exercise price paid per share, in the
event the optionee ceases to provide services to the Company prior to
vesting in those shares. Accordingly, the table reflects such option
shares as to which the repurchase right has lapsed under the "exercisable"
column and such option shares subject to the repurchase right under the
"unexercisable" column.
(2) Market value of underlying securities based on the closing price of the
Company's Common Stock on September 30, 1998 (the last trading day of
fiscal 1998) on the Nasdaq National Market of $64.00 minus the exercise
price.
EMPLOYMENT AGREEMENTS
None of the Company's executive officers has employment or severance
agreements with the Company.
14
<PAGE>
CERTAIN TRANSACTIONS
Loans to Officers. In February 1997, in connection with the exercise of
options to purchase shares of the Company's Common Stock by Ed Larsen, the
Company provided a full recourse loan in the principal amount of $200,000. The
loan bore interest at an annual rate of 12.0%, was evidenced by a promissory
note and was secured by a pledge of 40,000 shares. Principal and all accrued
interest on the loan was paid in full in August 1998.
Chromatic Research, Inc. In February 1994, the Company licensed its
interface technology to Chromatic Research, Inc. ("Chromatic"), a multimedia
processor design company. Under the terms of the license, Rambus received
626,053 shares of Chromatic Series B Preferred Stock. In December 1997, the
Company received an additional 142,857 shares of Chromatic Series I Preferred
Stock in return for an investment in Chromatic of $1,000,000. As of the Series
I financing, Rambus' ownership interest represented approximately 2.7% of the
outstanding shares of Chromatic. In November 1998, Chromatic was acquired by
ATI Technologies Inc. Chromatic was formed in May 1993 by, among others, Dr.
Farmwald who served as a director of, and consultant to, Chromatic. Investors
in Chromatic included affiliates of Mohr, Davidow Ventures, Merrill, Pickard,
Anderson & Eyre and Kleiner, Perkins, Caufield & Byers. Dr. Davidow and Mr.
Dunlevie also served on the Board of Directors of Chromatic.
The Company believes that all related-party transactions described above
were on terms no less favorable than could have been otherwise obtained from
unrelated third parties. All future transactions between the Company and its
executive officers, directors and principal stockholders will be approved by a
majority of the independent and disinterested members of the Board of
Directors and will be on terms no less favorable than could be obtained from
unrelated third parties.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee")
consists of directors William Davidow, Bruce Dunlevie and Charles Geschke,
none of whom are employees or officers of the Company. The Committee sets
policy and administers the Company's cash and equity incentive programs for
the purpose of attracting and retaining highly skilled executives who will
promote the Company's business goals and build long-term stockholder value.
The Committee is also responsible for reviewing and making recommendations to
the Board of Directors regarding all forms of compensation to be provided to
the executive officers of the Company.
COMPENSATION PHILOSOPHY AND POLICIES
The policy of the Committee is to attract and retain key personnel through
the payment of competitive base salaries and to encourage and reward
performance through bonuses and stock ownership. The Committee's objectives
are to:
. ensure that there is an appropriate relationship between executive
compensation and the creation of stockholder value;
. ensure that the total compensation program will motivate, retain and
attract executives of outstanding abilities; and
. ensure that current cash and equity incentive opportunities are
competitive with comparable companies.
ELEMENTS OF COMPENSATION
Compensation for officers and key employees includes both cash and equity
elements.
Cash compensation consists of base salary, which is determined on the basis
of the level of responsibility, expertise and experience of the employee and
competitive conditions in the industry. In addition, cash bonuses may be
awarded to officers and other key employees.
15
<PAGE>
Ownership of the Company's Common Stock is a key element of executive
compensation. Officers and other employees of the Company are eligible to
participate in the Stock Plan and the 1997 Employee Stock Purchase Plan (the
"Purchase Plan"). The Stock Plan permits the Board of Directors or the
Committee to grant stock options to employees on such terms as the Board or
the Committee may determine. The Committee has authority to grant and
administer stock options to all employees of the Company. In determining the
size of a stock option grant to a new officer or other key employee, the
Committee takes into account equity participation by comparable employees
within the company, external competitive circumstances and other relevant
factors. These options typically vest over 48 months and thus require the
employee's continuing services to the Company. Additional options may be
granted to current employees to reward exceptional performance or to provide
additional unvested equity incentives. The vesting of these additional stock
options usually will not begin until previous option grants have become fully
vested. The Purchase Plan permits employees to acquire Common Stock of the
Company through payroll deductions and promotes broad-based equity
participation throughout the Company. The Committee believes that such stock
plans align the interests of the employees with the long-term interests of the
stockholders.
The Company also maintains a 401(k) Plan to provide retirement benefits
through tax deferred salary deductions for all its employees. The Company does
not currently contribute to the 401(k) Plan.
The Committee has considered the potential future effects of Section 162(m)
of the Internal Revenue Code of 1986, as amended. Section 162(m) limits the
deductibility by public companies of certain executive compensation in excess
of $1 million per executive per year, but excludes from the calculation of
such $1 million limit certain elements of compensation, including performance-
based compensation, provided that certain requirements are met. None of the
Company's executive officers approached the $1 million limit in fiscal 1998
nor is any expected to approach such limit in fiscal 1999. However, the
provisions of Section 162(m) merit current consideration because, under
certain circumstances, the difference between the fair market value and the
exercise price of options granted in the present time period, measured at the
time of exercise, could be included in the calculation under Section 162(m) of
the executive officers' compensation in the time period in which the exercise
occurs. This result can be avoided if the plans under which such options are
granted comply with certain requirements at the time of grant, including
administration by a committee consisting solely of two or more outside
directors and stockholder approval of the terms of the plan, including
approval of an annual limit stated in the plan on the number of shares with
respect to which options may be granted to any employee. The Company's Stock
Plan has been designed and administered to meet such requirements. The Company
has not attempted to structure other elements of executive compensation to
qualify as performance-based compensation for purposes of Section 162(m).
FISCAL 1998 EXECUTIVE COMPENSATION
The Company's executive compensation philosophy is that base salary and cash
bonuses should reflect the overall financial and non-financial performance of
the Company and that non-cash compensation should be closely aligned with
stockholder interests. No executive officer or other employee of the Company
has an employment or severance agreement with the Company. Executive
compensation for 1998 included base salary and cash bonuses. Cash Bonuses for
executive officers are based on the following measures of the Company's
performance: total revenues, operating income, the market penetration of the
Company's technology and other performance goals. Executive officers, like
other employees, were eligible for option grants under the Stock Plan and to
participate in the Purchase Plan.
16
<PAGE>
FISCAL 1998 CHIEF EXECUTIVE OFFICER COMPENSATION
Geoff Tate joined the Company as President and Chief Executive Officer in
1990. Mr. Tate does not have an employment or severance agreement with the
Company. In setting Mr. Tate's compensation, the Compensation Committee, in
addition to considering the factors for all executive officers described
above, also considers data reflecting comparative compensation information
from other companies. In fiscal 1998, Mr. Tate's compensation was based on the
Company's overall performance in relation to goals set in the beginning of the
year. In addition, in fiscal 1998 the Company granted Mr. Tate options to
purchase 70,000 shares of Common Stock. The options, which do not begin to
vest until January 1, 2001, are designed to increase Mr. Tate's incentive to
remain with the Company in the future and to closely align Mr. Tate's
interests with those of the Company's stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
William Davidow
Bruce Dunlevie
Charles Geschke
17
<PAGE>
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
the Company's Common Stock with the cumulative total return of the Nasdaq
Stock Market Index-U.S. ("Nasdaq US") and the Hambrecht & Quist Technology
Index ("H&Q Technology"). The graph assumes that $100 was invested on May 13,
1997, the date of the Company's initial public offering, in the Company's
Common Stock, the Nasdaq US Index and the H&Q Technology Index, including
reinvestment of dividends. No dividends have been declared or paid on the
Company's Common Stock. Historic stock price performance is not necessarily
indicative of future stock price performance.
[PERFORMANCE CHART APPEARS HERE]
<TABLE>
<CAPTION>
NASDAQ US H&Q TECHNOLOGY
DATE RAMBUS INC. INDEX INDEX
-------- ----------- --------- --------------
<S> <C> <C> <C>
05/13/97 $100 $100 $100
06/30/97 $388 $108 $107
09/30/97 $464 $127 $129
12/31/97 $381 $119 $109
03/31/98 $365 $139 $132
06/30/98 $509 $143 $135
09/30/98 $533 $129 $120
</TABLE>
18
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented at
the Annual Meeting. If any additional matters are properly presented or
otherwise allowed to be considered at the Annual Meeting, the persons named in
the enclosed proxy will have discretion to vote shares they represent in
accordance with their own judgement on such matters.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute
and return, at your earliest convenience, the accompanying proxy in the
envelope which has been enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Mountain View, California
December 23, 1998
19
<PAGE>
1639-PS 99
<PAGE>
APPENDIX A
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RAMBUS INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 29, 1999
The undersigned stockholder of Rambus Inc., a Delaware corporation (the
"Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement each dated December 23, 1998 and
hereby appoints Geoff Tate and Gary Harmon, or either of them, proxies and
attorneys-in-fact, each with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of Rambus Inc. to be held on
January 29, 1999 at 9:00 a.m., local time at the Sheraton Palo Alto Hotel, 625
El Camino Real, Palo Alto, California 94301, and at any adjournment thereof, and
to vote all shares of Common Stock of the Company held of record by the
undersigned on December 17, 1998 as hereinafter specified upon the proposals
listed on the reverse side.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
DETACH HERE
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS BELOW
AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
BELOW.
1. Election of Class II Directors.
NOMINEES: William Davidow FOR WITHHELD
P. Michael Farmwald [ ] [ ]
Geoff Tate
[ ] FOR, except vote withheld from the following nominee:
-----------------------------------------------------
2. Ratification of appointment of FOR AGAINST ABSTAIN
PricewaterhouseCoopers LLP as [ ] [ ] [ ]
independent auditors of the
Company for the fiscal year
ending September 30, 1999.
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT RIGHT
Please sign exactly as your name appears hereon. When shares are registered in
the names of two or more persons, whether as joint tenants, as community
property or otherwise, both or all of such persons should sign. When signing as
attorney, executor, administrator, trustee, guardian or another fiduciary
capacity, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized person. If a partnership, please
sign in partnership name by authorized person.
SIGNATURE:------------------------------------------------------------
DATE:-----------------------------------------------------------------
