<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:
[_] Confidential, for Use of the
[X] Preliminary Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] 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>
[RAMBUS LOGO]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2000
----------------
To the Stockholders:
Notice is hereby given that the Special Meeting of Stockholders (the
"Special Meeting") of Rambus Inc., a Delaware corporation (the "Company"),
will be held on Tuesday, May 23, 2000 at 9:00 a.m., local time, at the
Company's headquarters, 2456 Latham Street, Mountain View, CA 94040, for the
following purposes:
1. Approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock, par value $.001 per share, which the Company is authorized to issue
from 60,000,000 shares to 500,000,000 shares. Approval of this Proposal
will result in a four-for-one split of the Company's Common Stock.
2. Any and all matters incident to the foregoing, and such other
business as may legally come before the meeting and any adjournments or
postponements thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Special Meeting.
Only holders of record of the Company's Common Stock at the close of
business on March 30, 2000, the record date, are entitled to vote on the
matters listed in this Notice of Special Meeting.
All stockholders are cordially invited to attend the Special Meeting in
person. However, to assure your representation at the Special 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 Special 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
Sr. Vice President, Finance, Chief
Financial Officer and Secretary
Mountain View, California
April 17, 2000
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
2000 Special Meeting of Stockholders
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROCEDURAL MATTERS................. ...................................... 1
General................................................................. 1
Voting at the Special Meeting; Record Date.............................. 1
Quorum; Required Vote................................................... 1
Proxies................................................................. 2
Expenses of Solicitation................................................ 2
PROPOSAL: AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION............................................................ 2
General................................................................. 2
Purpose and Effect of Amendment......................................... 3
Effect of the Stock Split............................................... 4
Potential Anti-Takeover Efffect......................................... 4
SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT............... 5
STOCKHOLDER PROPOSALS..................................................... 7
OTHER MATTERS............................................................. 7
</TABLE>
i
<PAGE>
Rambus Inc.
----------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
MAY 23, 2000
----------------
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 Special Meeting of the
Company's Stockholders (the "Special Meeting") to be held on Tuesday, May 23,
2000 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 Special Meeting. The Special Meeting will be
held at the Company's offices at 2465 Latham Street, Mountain View, California
94040. The telephone number is (650) 944-8000.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about April 17, 2000 to all holders of Common Stock entitled to
vote at the Special Meeting.
Voting at the Special Meeting; Record Date
Only holders of record of the Company's Common Stock at the close of
business on March 30, 2000 (the "Record Date") are entitled to notice of and
to vote at the Special 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 Special Meeting. As of
the Record Date, there were shares of the Company's Common Stock
outstanding and entitled to be voted at the Special 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 "Security 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 Special
Meeting is necessary to constitute a quorum at the Special Meeting. Approval
of the proposed amendment (the "Amendment") to the Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") requires the
affirmative vote of a majority of the total number of outstanding shares of
Common Stock. Stockholders' votes will be tabulated by persons appointed by
the Board of Directors to act as inspector of election for the Special
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.
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Proxies
All shares entitled to vote and represented by properly executed proxies
received prior to the Special Meeting, and not revoked, will be voted at the
Special 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 Special Meeting, including, among other things, consideration of a motion
to adjourn the Special 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.
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
Special 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 Special Meeting and voting in person (although
attendance at the Special 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 Special
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 Beacon Hill
Partners, Inc. to assist in the mailing and solicitation of proxies at an
estimated fee of $5,000, plus reasonable out-of-pocket expenses.
PROPOSAL
AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
In March, 2000, the Board of Directors declared advisable and unanimously
approved an Amendment to increase the aggregate number of shares of Common
Stock which the Company is authorized to issue from 60,000,000 shares to
500,000,000 shares. No increase in the number of shares of Preferred Stock of
the Company, currently 5,000,000 shares, is proposed or anticipated.
If approved by the Stockholders, the Amendment will become effective upon
the filing of a Certificate of Amendment of Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State. The Amendment would
change the first paragraph of Article IV of the Company's Certificate of
Incorporation to read in its entirety as follows:
"IV. Authorized Capital Stock. This Corporation is authorized to issue
two classes of stock to be designated, respectively, 'Common Stock' and
'Preferred Stock.' The total number of shares which the Corporation is
authorized to issue is five hundred five million (505,000,000) shares. Five
hundred million
2
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(500,000,000) shares shall be Common Stock, each having a par value of one-
tenth of one cent ($.001). Five million (5,000,000) shares shall be
Preferred Stock, each having a par value of one-tenth of one cent ($.001),
40,000 shares of which shall be designated Series E Participating Preferred
Stock ("Series E Preferred") and 4,960,000 shares of which shall be
undesignated."
At the same time that it adopted the resolution to increase the authorized
capital stock, the Board of Directors declared a four-for-one stock split of
the Company's Common Stock which would be effected by issuing three additional
shares of Common Stock for each share of Common Stock outstanding (the "Stock
Split"), conditioned upon the Stockholders' approval of this Proposal.
Stockholders are not being asked to vote on the Stock Split, but the Stock
Split will not take place unless the authorized number of shares of Common
Stock is increased as described in this Proposal.
In the event Stockholders approve the Proposal to increase the authorized
number of shares of Common Stock, the following paragraph will be inserted as
the second paragraph of Article IV in order to effectuate the Stock Split:
"Upon the effectiveness of this Certificate of Amendment, every share of
Common Stock outstanding or held by the Corporation in its treasury shall
be changed and reclassified into four (4) shares of Common Stock, $0.001
par value per share, which shares shall be fully paid and nonassessable
shares of Common Stock of the Corporation."
Purpose and Effect of Amendment
As of the Record Date, of the Company's 60,000,000 shares of Common Stock,
shares were issued and outstanding, shares were reserved for future
issuance under the Company's warrant agreements with certain vendors,
shares were reserved for future issuance under the Company's stock incentive
plans and employee stock plans, of which, currently, approximately are
covered by outstanding options and are available for grant or purchase.
Based upon the foregoing number of outstanding and reserved shares of Common
Stock, the Company currently has approximately shares remaining available
for other purposes.
The Board of Directors believes that the proposed Stock Split will result
in a market price that should be more attractive to a broader spectrum of
investors. Based upon figures as of March 30, 2000, of the 500,000,000 shares
of Common Stock which would be authorized, shares would be required to
effectuate the Stock Split. The aggregate number of shares of Common Stock
that may be sold under each of the Company's employee stock purchase and
incentive stock option plans, and under the Company's warrant agreements, and
the exercise price of such options and warrants, will also be proportionately
adjusted to reflect the Stock Split. For example, the Stock Split will have
the effect of quadrupling the number of shares of Common Stock issuable upon
the exercise of options under the Company's stock incentive plans, and of
reducing by one-fourth the option price per share of such options. Readers
should note that none of the share-related data in this proxy statement is
adjusted to take into account the proposed Stock Split.
The Board of Directors also believes that it is in the Company's best
interests to increase the number of authorized but unissued shares of Common
Stock in order to have additional shares available to meet the Company's
future business needs as they arise. Among other things, the increase will
provide shares to finance acquisitions of other businesses consistent with the
Company's growth strategy. The Company's management has no other present
arrangements, agreements, understandings or plans for the use of the
additional shares proposed to be authorized. The Board believes that the
availability of such additional shares will provide the Company with the
flexibility to issue Common Stock for a variety of other purposes the Board of
Directors may deem advisable without further action by the Company's
Stockholders, unless required by law, regulation or stock exchange rule. These
purposes could include, among other things, the sale of stock to obtain
additional capital funds, the acquisition of other companies, the use of
additional shares for various equity compensation and other employee benefit
plans, the declaration of future stock splits or distributions, and other bona
fide purposes.
3
<PAGE>
In March, 2000, the Board of Directors unanimously approved the Stock Split
for the reasons stated above. Because the Stock Split would effectively
quadruple the number of outstanding shares of Common Stock and increase that
number to an amount well in excess of 60,000,000 shares, an increase in
authorized capital was required to make the proposed stock split possible. As
a result, the Board conditioned the Stock Split on obtaining Stockholder
approval of this increase in the Company's authorized capital. The Company
reserves the right to seek a further increase in authorized shares from time
to time in the future as considered appropriate by the Board.
There will be no change in the voting rights, dividend rights, liquidation
rights, preemptive rights or any other Stockholder rights as a result of the
proposed Amendment. The additional shares might be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share
and on the equity ownership of the present holders of Common Stock.
Effect of the Stock Split
No change in total stockholders' equity will result from the Stock Split.
The aggregate amount of capital represented by the outstanding shares of
Common Stock will be increased by $.001 for each share issued to effect the
Stock Split and the Company's capital in excess of par value account will be
reduced by the same amount. After the Stock Split, purchases and sales of
Common Stock by an individual stockholder may be subject to higher brokerage
charges and applicable stock transfer taxes than on a pre-split transaction of
equivalent market value due to the greater number of shares of Common Stock
involved after the Stock Split. In addition, the Company will incur certain
expenses in connection with the Stock Split, such as the cost of preparing and
delivering to Stockholders new certificates representing additional shares.
The Company has been advised that, based on current tax law, the Stock
Split should not result in any gain or loss for Federal income tax purposes.
The tax basis of every share held before the Stock Split will be allocated
between the four shares held as a result of the distribution, and the holding
period of the new shares will include the holding period of the shares with
respect to which they were issued. The laws of jurisdictions other than the
United States may impose income taxes on the issuance of the additional shares
and stockholders subject to such laws are urged to consult their tax advisors.
Potential Anti-Takeover Effect
The proposed Amendment could, under certain circumstances, have an anti-
takeover effect, although this is not the intention of the Proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly"
hands, for example, could dilute the voting strength of a party seeking
control of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO
AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
4
<PAGE>
SECURITY 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 March 30 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 of the Company, (iii) each
executive officer of the Company, and (iv) all current directors and current
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>
Waddell & Reed(2)............................
6300 Lamar Avenue
Shawnee Mission, KS 66201-9217
Geoff Tate(3)................................
David Mooring(4).............................
Kevin Donnelly(5)............................
Gary Harmon(6)...............................
Avedis Kanadjian.............................
Ed Larsen(7).................................
Subodh Toprani(8)............................
William Davidow(9)...........................
Bruce Dunlevie(10)...........................
P. Michael Farmwald..........................
Charles Geschke(11)..........................
Mark Horowitz................................
All directors and executive officers as a
group (12 persons)(12)......................
</TABLE>
- --------
(1) Percentage of shares beneficially owned is based on shares
outstanding as of March 30, 2000. 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 March 30, 2000 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) As reported on Schedule 13G filed on
(3) As reported on Schedule 13G filed on
(4) Includes shares subject to options exercisable within 60 days of
March 30, 2000, of which shares were vested and shares were
unvested as of March 30, 2000. Also includes shares held of record
by Mr. Tate's wife, Colleen Thygesen Tate, as Trustee for their children.
5
<PAGE>
(5) At March 30, 2000, shares held by Mr. Mooring were subject to a
right of repurchase in favor of the Company which lapses over time.
(6) At March 30, 2000, shares held by Mr. Harmon were subject to a
right of repurchase in favor of the Company which lapses over time.
(7) At March 30, 2000, shares held by Mr. Larsen were subject to a
right of repurchase in favor of the Company which lapses over time.
(8) Includes shares subject to options exercisable within 60 days of
March 3, 2000, of which shares were vested and shares were
unvested as of March 30, 2000.
(9) Includes shares subject to options exercisable within 60 days of
March 30, 2000 of which shares were vested and shares were
unvested as of March 30, 2000. At March 30, 2000, shares held by
Dr. Davidow were subject to a right of repurchase in favor of the Company
which lapses over time.
(10) 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 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) shares subject to
options exercisable within 60 days of March 30, 2000, of which
shares were vested and shares were unvested as of March 30, 2000,
and (ii) shares held of record by Mr. Dunlevie as trustee for his
children.
(11) Includes shares held of record by The Geschke Family Trust Dated
9/25/87, and shares subject to options exercisable within 60 days
of March 30, 2000, of which shares were vested and shares were
unvested as of March 30, 2000. At March 30, 2000, shares held by
Dr. Geschke were subject to a right of repurchase in favor of the Company
which lapses over time.
(12) Includes shares held by the Horowitz Charitable Trust, of which
Mr. Horowitz is Trustee.
(13) Includes shares subject to options exercisable within 60 days of
March 30, 2000 of which shares were vested and shares were
unvested as of March 30, 2000. At March 30, 2000, shares held by
such persons were subject to a right of repurchase in favor of the
Company which lapses over time.
6
<PAGE>
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 2001,
stockholder proposals must be received by the Secretary of the Company no
later than September 14, 2000, and must otherwise comply with the requirements
of Rule14a-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 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.
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Special Meeting. If any additional matters are properly presented or
otherwise allowed to be considered at the Special Meeting, the persons named
in the enclosed proxy will have discretion to vote shares they represent in
accordance with their own judgment 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
April 17, 2000
7
<PAGE>
1639-SPS-00
