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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1998
REGISTRATION NO. 333 -____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RAMBUS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3112828
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2465 LATHAM STREET
MOUNTAIN VIEW, CALIFORNIA 94040
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1997 STOCK PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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GARY G. HARMON
VICE PRESIDENT, FINANCE AND CHIEF
FINANCIAL OFFICER
RAMBUS INC.
2465 LATHAM STREET
MOUNTAIN VIEW, CALIFORNIA 94040
(650) 944-8000
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
GAIL C. HUSICK, ESQ.
J. MICHAEL ARRINGTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
===================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE (3) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value:
- -- Newly Reserved under
1997 Stock Plan
(the "Plan")(1)........... 857,800 $67.69 $58,064,482.00 $16,141.93
- -- Newly Reserved under
1997 Employee Stock
Purchase Plan (the "ESPP")
(2)......................... 183,021 $67.69 $12,388,691.49 $ 3,444.06
Total 1,040,821 $70,453,173.49 $19,585.98
===================================================================================================================
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(1) The Plan provides for an annual increase in the number of shares of the
Registrant's Common Stock ("Shares") reserved and available for issuance
under the Plan equal to the lesser of (i) the number of Shares needed to
restore the maximum aggregate number of Shares which may be optioned and
sold under the Plan to 1,000,000, (ii) four percent (4%) of the outstanding
Shares, as of the last business day of such fiscal year, or (iii) a lesser
number of Shares determined by the Board of Directors. Pursuant to Rule
416(a), this Registration Statement shall also cover any additional Shares
that become issuable under the Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration that increases the number of the Registrant's
outstanding Shares.
(2) The ESPP provides for an annual increase in the number of Shares reserved
and available for issuance under the ESPP equal to the lesser of (i) the
number of Shares needed to restore the maximum aggregate number of Shares
which may be sold under the ESPP to 400,000, (ii) one percent (1%) of the
outstanding Shares as of the last business day of such fiscal year, or (iii)
a lesser number of Shares determined by the Board of Directors. Pursuant to
Rule 416(a), this Registration Statement shall also cover any additional
Shares that become issuable under the Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration that increases the number of the Registrant's
outstanding Shares.
(3) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee (based on the average of the high and low
prices of Registrant's Common Stock as reported on Nasdaq National Market on
November 13, 1998).
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RAMBUS INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997 filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
2. The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1997, March 31, 1998 and June 30,
1998 filed pursuant to the Exchange Act; and
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 2,
1997, filed pursuant to Section 12(g) of the Exchange Act
which was declared effective on May 13, 1997, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of September 30, 1998, certain members of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, beneficially owned 1,000 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate of
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incorporation may contain, and the Company's Amended and Restated Certificate of
Incorporation does contain, a provision eliminating or limiting the personal
liability of a director for monetary damages for breach of their fiduciary
duties as directors, except for liability (i) for any breach of their duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith for which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividend or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General Corporation Law
or (iv) for any transaction from which the director derived an improper personal
benefit.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by law. The Company believes that the indemnification under its
Amended and Restated Bylaws covers at least negligence and gross negligence on
the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company. The Company
believes that these provisions and agreements are necessary to attract and
retain qualified directors and officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnifications will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable. Form of Amended and Restated Certificate of Incorporation
of Registrant.
ITEM 8. EXHIBITS.
Exhibit Description of Document
Number
4.1 Amended and Restated Certificate of Incorporation of Registrant
(WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 3.3 TO
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-
22885)).
4.2 Certificate of Designation of Rights, Preferences and Privileges of
Series E Participating Preferred Stock of Registrant (WHICH IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 3.2 TO REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1).
4.3 Amended and Restated Bylaws of Registrant (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 3.4 TO REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-1).
4.4 1997 Stock Plan (WHICH IS INCORPORATED HEREIN BY REFERENCE TO
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Exhibit
Number Description of Document
EXHIBIT 4.5 TO REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 FILED
OCTOBER 28, 1997 (FILE NO. 333-38855)).
4.5 1997 Employee Stock Purchase Plan (WHICH IS INCORPORATED HEREIN BY
REFERENCE TO EXHIBIT 4.7 TO REGISTRANT'S REGISTRATION STATEMENT ON
FORM S-8 FILED JUNE 6, 1997 (FILE NO. 333-28597)).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (WHICH IS CONTAINED IN EXHIBIT 5.1).
24.1 Powers of Attorney (WHICH ARE INCLUDED AS PART OF THE SIGNATURE PAGE
OF THIS REGISTRATION STATEMENT).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
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furnished to the Commissioner by the Registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on this 17th day
of November, 1998.
RAMBUS INC.
By: /s/ GARY G. HARMON
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Gary G. Harmon
Vice President, Finance and Chief Financial
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Geoffrey R. Tate and Gary G.
Harmon, and each of them, as his true and lawful agent, proxy and attorney-in-
fact, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to (i) act on, sign, and file
with the Securities and Exchange Commission any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, together
with all schedules and exhibits thereto (ii) act on, sign, and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, and (iii) take any and all actions that may
be necessary or appropriate to be done, as fully for all intents and purposes as
he or she might or could do in person, hereby approving, ratifying and
confirming all that such agent, proxy and attorney-in-fact or any of his
substitutes may lawfully do or cause to be done by virtue thereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE STATED:
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<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ GEOFFREY R. TATE President, Chief Executive November 17, 1998
- ------------------------------- Officer and Director (principal
Geoffrey R. Tate executive officer)
/s/ GARY G. HARMON Vice President, Finance and November 17, 1998
- ------------------------------- Chief Financial Officer
Gary G. Harmon (principal financial and
accounting officer)
/s/ WILLIAM DAVIDOW Chairman of the Board of November 17, 1998
- ------------------------------- Directors
William Davidow
Director November 17, 1998
- -------------------------------
Bruce Dunlevie
/s/ MICHAEL FARMWALD Director November 17, 1998
- -------------------------------
Michael Farmwald
Director November 17, 1998
- -------------------------------
Charles Geschke
/s/ MARK HOROWITZ Director November 17, 1998
- -------------------------------
Mark Horowitz
</TABLE>
<PAGE>
Index to Exhibits
Exhibit Description of Document
Number
4.1 Amended and Restated Certificate of Incorporation of Registrant
(WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 3.3 TO
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-
22885)).
4.2 Certificate of Designation of Rights, Preferences and Privileges
of Series E Participating Preferred Stock of Registrant (WHICH IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 3.2 TO REGISTRANT'S
REGISTRATION STATEMENT ON FORM S-1).
4.3 Amended and Restated Bylaws of Registrant (WHICH IS INCORPORATED
HEREIN BY REFERENCE TO EXHIBIT 3.4 TO REGISTRANT'S REGISTRATION
STATEMENT ON FORM S-1).
4.4 1997 Stock Plan (WHICH IS INCORPORATED HEREIN BY REFERENCE TO
EXHIBIT 4.5 TO REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8
FILED OCTOBER 28, 1997 (FILE NO. 333-38855)).
4.5 1997 Employee Stock Purchase Plan (WHICH IS INCORPORATED HEREIN BY
REFERENCE TO EXHIBIT 4.7 TO REGISTRANT'S REGISTRATION STATEMENT ON
FORM S-8 FILED JUNE 6, 1997 (FILE NO. 333-28597)).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (WHICH IS CONTAINED IN EXHIBIT 5.1).
24.1 Powers of Attorney (WHICH ARE INCLUDED AS PART OF THE SIGNATURE
PAGE OF THIS REGISTRATION STATEMENT).
<PAGE>
EXHIBIT 5.1
November 17, 1998
Rambus Inc.
2465 Latham Street
Mountain View, California 94040
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Rambus Inc., a Delaware corporation (the "Registrant"
or "you"), with the Securities and Exchange Commission on or about November 17,
1998, in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 1,040,821 shares of your Common Stock, $0.001 par
value (the "Shares"), reserved for issuance pursuant to the 1997 Stock Plan and
the 1997 Employee Stock Purchase Plan (the "Plans"). As your legal counsel, we
have reviewed the actions proposed to be taken by you in connection with the
proposed sale and issuance of the Shares by the Registrant under the Plans. We
assume that the consideration received by you in connection with each issuance
of Shares will include an amount in the form of cash, services rendered or
property that exceeds the greater of (i) the aggregate par value of such Shares
or (ii) the portion of such consideration determined by the Company's Board of
Directors to be "capital" for purposes of the Delaware General Corporation Law.
It is our opinion that, upon completion of the proceedings being taken, or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares pursuant to the Registration Statement and the Plan, including the
proceedings being taken in order to permit such transaction to be carried out in
accordance with applicable state securities laws, the Shares, when issued and
sold in the manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the Company, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Rambus Inc. and Subsidiary on Form S-8 of our reports dated
October 10, 1997, on our audits of the consolidated financial statements and
financial statement schedule of Rambus Inc. and Subsidiary as of September 30,
1996 and 1997, and for the years ended September 30, 1995, 1996, and 1997,
which reports are included in Rambus Inc. and Subsidiary's Annual Report on
Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
--------------------------------------------
PricewaterhouseCoopers LLP
San Jose, California
November 13, 1998
