<PAGE>
As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333 -____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
RAMBUS INC.
(Exact name of Registrant as specified in its charter)
Delaware 94-3112828
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
2465 Latham Street
Mountain View, California 94040
(Address, including zip code, of Principal Executive Offices)
------------------------
1997 Stock Plan
1997 Employee Stock Purchase Plan
1999 Nonstatutory Stock Option Plan
(Full title of the plans)
------------------------
Gary G. Harmon
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)
------------------------
Copy to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value:
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<S> <C> <C> <C> <C>
-- Newly Reserved under 1997
Stock Plan, as amended on
October 20, 1999 (the
"1997 Plan") (2)............... 3,681,312 $63.73 (3) $234,610,013.70 $61,937
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-- Newly Reserved under
1997 Employee Stock
Purchase Plan (the "ESPP")
(4)........................... 179,300 $54.17 (5) $ 9,712,681.00 $ 2,564
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-- Newly Reserved under
1999 Nonstatutory Stock Option
Plan (the "1999 Plan")........ 700,000 $63.73 (3) $ 44,611,000.00 $11,777
--------------------------------------------------------------------------------------------------------------------
Total 4,560,612 $288,933,694.70 $76,278
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</TABLE>
(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 1997 Plan, the ESPP and the 1999 Plan
(collectively, the "Plans") 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 1997 Plan provides for an annual increase in the number of Shares
reserved and available for issuance under the 1997 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 1997 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.
(3) 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 Nasdaq National Market on October
24, 2000.
(4) 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.
(5) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under 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 Nasdaq National
Market on October 24, 2000, multiplied by 85%, which is the percentage of
the trading price applicable to purchases under the ESPP.
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The contents of the Registrant's Forms S-8 Registration Statements,
Registration No.'s 333-93427, 333-67457, 333-38855, and 333-28597 dated December
22, 1999, November 18, 1998, October 28, 1997, and June 6, 1997, respectively,
relating to the 1997 Stock Plan, 1997 Employee Stock Purchase Plan, and 1999
Nonstatutory Stock Option Plan are incorporated herein by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description of Document
Number
4.1* 1997 Stock Plan.
4.2** 1997 Employee Stock Purchase Plan.
4.3 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 Audiors.
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).
-----------------------------------
*Incorporated by reference to the Registrant's Registration Statement on Form
S-8 filed December 22, 1999 (file No. 333-93427).
** Incorporated by reference to the Registrant's Registration Statement on Form
S-8 filed June 6, 1997 (file No. 333-28597).
<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 27th day
of October, 2000.
RAMBUS INC.
By: /s/ GARY G. HARMON
------------------
Gary G. Harmon
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:
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ GEOFFREY R. TATE Chief Executive Officer and October 27, 2000
-------------------------------- Director (principal executive
Geoffrey R. Tate officer)
/s/ DAVID MOORING President and Director October 27, 2000
--------------------------------
David Mooring
/s/ GARY G. HARMON Vice President, Finance, Chief October 27, 2000
-------------------------------- Financial Officer and Secretary
Gary G. Harmon (principal financial and
accounting officer)
Chairman of the Board of October __, 2000
-------------------------------- Directors
William Davidow
Director October __, 2000
--------------------------------
Bruce Dunlevie
Director October __, 2000
--------------------------------
P. Michael Farmwald
/s/ CHARLES GESCHKE Director October 27, 2000
--------------------------------
Charles Geschke
/s/ MARK HOROWITZ Director October 27, 2000
--------------------------------
Mark Horowitz
</TABLE>
<PAGE>
RAMBUS INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C>
4.1* 1997 Stock Plan.
4.2** 1997 Employee Stock Purchase Plan.
4.3 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 Auditors.
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>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed December 22, 1999 (file No. 333-93427).
** Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed June 6, 1997 (file No. 333-28597).
