<PAGE>
As filed with the Securities and Exchange Commission on December 19, 2000
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 Principal Executive Offices)
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Amended and Restated 1999 Nonstatutory Stock Option Plan
(Full title of the plans)
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Gary G. Harmon
Sr. Vice President, Finance,
Chief Financial Officer and Secretary
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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Copy to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Offering Registration Fee
Registered (1) Per Share Price
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<S> <C> <C> <C> <C>
Common Stock, $0.001 par value:
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Newly Reserved under Amended and Restated
1999 Nonstatutory Stock Option
Plan (the "1999 Plan")................... 2,100,000 $45.38 (2) $95,298,000 $25,159
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2,100,000 $95,298,000 $25,159
Total
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(1) Pursuant to Rule 416(a), this Registration Statement shall also
cover any additional shares of the Registrant's Common Stock (the
"Shares") which may become issuable under the 1999 Plan being
registered pursuant to this Registration Statement by reason of
any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration
which results in an increase in the number of the Registrant's
outstanding Shares.
(2) The Proposed Maximum Offering Price Per Share has been estimated
in accordance with Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act") solely for the purpose of
calculating the registration fee on the basis of the average of
the high and low prices of Registrant's Common Stock as reported
on the Nasdaq Stock Market on December 15, 2000.
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The contents of the Registrant's Forms S-8 Registration Statements,
Registration No.'s 333-48730 and 333-93427 dated October 27, 2000 and
December 22, 1999, respectively, relating to the 1999 Nonstatutory Stock
Option Plan are incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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<CAPTION>
Exhibit Description of Document
Number
<S> <C>
4.1 Amended and Restated 1999 Nonstatutory Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in exhibit 5.1)
24.1 Powers of Attorney (included as part of the signature page of this Registration Statement).
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<PAGE>
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 19th
day of December, 2000.
RAMBUS INC.
By: /s/ GARY G. HARMON
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Gary G. Harmon
Sr. Vice President, Finance, Chief Financial
Officer and Secretary
<PAGE>
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 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
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<S> <C> <C>
/s/ GEOFFREY R. TATE Chief Executive Officer and December 19, 2000
-------------------------------- Director (principal executive
Geoffrey R. Tate officer)
/s/ DAVID MOORING President and Director December 19, 2000
--------------------------------
David Mooring
/s/ GARY G. HARMON Sr. Vice President, Finance, December 19, 2000
-------------------------------- Chief Financial Officer and
Gary G. Harmon Secretary (principal financial
and accounting officer)
/s/ WILLIAM DAVIDOW Chairman of the Board of December 19, 2000
-------------------------------- Directors
William Davidow
/s/ BRUCE DUNLEVIE Director December 19, 2000
--------------------------------
Bruce Dunlevie
________________________________ Director
P. Michael Farmwald
/s/ CHARLES GESCHKE Director December 19, 2000
--------------------------------
Charles Geschke
______________________________ Director
Mark Horowitz
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<PAGE>
RAMBUS INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
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<CAPTION>
Exhibit
Number Description of Document
<S> <C>
4.1 Amended and Restated 1999 Nonstatutory Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in exhibit 5.1)
24.1 Powers of Attorney (included as part of the signature page of this
Registration Statement).
</TABLE>
