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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 7, 1997
RAMBUS INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-22339 94-3112828
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2465 LATHAM STREET
MOUNTAIN VIEW, CALIFORNIA 94040
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(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(650) 944-8000
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
In connection with the Semiconductor Technology License Agreement between
Intel Corporation ("Intel") and Rambus Inc. ("Rambus") dated November 15, 1996
(the "Semiconductor Technology License Agreement"), Rambus issued to Intel a
warrant to purchase 1,000,000 shares of its common stock at $10.00 per share
(the "Warrant"). The Warrant was issued to Intel on January 7, 1997 and
provided, among other things, that the Warrant would expire on the eighth (8th)
anniversary of the date of the issuance of the Warrant, provided, however, that
if the vesting had not occurred on or prior to December 31, 2000 the Warrant
would expire on December 31, 2000.
In September 1997, Rambus reissued the Warrant (the "Reissued Warrant")
with a revised expiration date, but in all other respects the Reissued Warrant
contained terms identical to the Warrant, including the issuance date of January
7, 1997 and vesting provisions. A copy of the Reissued Warrant is attached
hereto as Exhibit 4.4. The Reissued Warrant provides, among other things, that
the Reissued Warrant will expire on the eighth (8th) anniversary of the date of
the issuance of the Reissued Warrant, provided, however, that if the Reissued
Warrant has not vested on or prior to twelve (12) months following the Success
Determination Date (as such term is defined in the Semiconductor Technology
License Agreement, filed as exhibit 10.4 to Amendment No. 4 to the Company's
Registration Statement on Form S-1 (333-22885)), then the Reissued Warrant shall
expire on the date twelve (12) months following the Success Determination Date.
The Reissued Warrant is subject to adjustment in the event of stock splits
and stock dividends. Accordingly, giving effect to Rambus' recent 4-for-1
stock split, the Reissued Warrant currently represents the right to acquire
4,000,000 shares of Rambus common stock at $2.50 per share.
The foregoing description of the Reissued Warrant is qualified in its
entirety by the terms of the Reissued Warrant, which is attached hereto as
Exhibit 4.4 and is hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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4.4 Warrant No. 1-REV dated January 7, 1997 issued to Intel
Corporation to purchase shares of the Registrant's common
stock.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAMBUS INC.
A Delaware Corporation
July 7, 2000
By: /s/ Geoff Tate
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Geoff Tate
Chief Executive Officer and Director
(Principal Executive Officer)
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EXHIBIT INDEX
Exhibit Number Description
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4.4 Warrant No. 1-REV dated January 7, 1997 issued to Intel
Corporation to purchase shares of the Registrant's common
stock.
