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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rambus, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 77-0449233
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(State of incorporation or organization) (IRS Employer I.D. No.)
2465 Latham Street, Mountain View, CA 94040
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(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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This Amendment No. 1 on Form 8-A is being filed by Rambus, Inc., to amend
and restate Item 1 and the exhibit filed under Item 2 of the Form 8A originally
filed on April 2, 1997.
Item 1. Description of Securities to be Registered.
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Rambus, Inc. (the "Company") and First National Bank of Boston,
currently known as Fleet National Bank, (the "Rights Agent"), are
parties to a Preferred Shares Rights Agreement dated as of April 1,
1997 (the "Previous Agreement"). Pursuant to the Prior Agreement, the
Board of Directors of the Company declared a dividend of one right (a
"Right") to purchase one one-thousandth share of the Company's Series
E Participating Preferred Stock ("Series E Preferred") for each
outstanding share of Common Stock, par value $0.001. The dividend was
payable on April 1, 1997 (the "Record Date") to shareholders of
record as of the close of business on that date. Under the Previous
Agreement, each Right entitled the registered holder to purchase from
the Company one one-thousandth of a share of Series E Preferred at an
exercise price of $125.00, subject to adjustment.
On July 18, 2000, pursuant to section 27 of the Previous
Agreement, the Company's Board of Directors agreed to restate the
dividend that it had declared under the Previous Agreement in an
Amended and Restated Preferred Shares Rights Agreement dated July 31,
2000 (the "Rights Agreement"). Under the Rights Agreement, the
Company's Board of Directors amended the Previous Agreement to amend
the dividend of one right (a "Right") to purchase one one-thousandth
share of the Company's Series E Preferred for each outstanding share
of Common Stock, par value $0.001 per share ("Common Shares"), of the
Company. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series E Preferred at an
exercise price of $600.00 (the "Purchase Price"), subject to
adjustment.
The following summary of the principal terms of the Rights
Agreement is a general description only and is subject to the
detailed terms and conditions of the Rights Agreement. A copy of the
Rights Agreement is attached as Exhibit 8.1 to this Registration
Statement and is incorporated herein by reference.
Rights Evidenced by Common Share Certificates
The Rights will not be exercisable until the Distribution Date
(defined below). Certificates for the Rights ("Rights Certificates")
will not be sent to shareholders and the Rights will attach to and
trade only together with the Common Shares. Accordingly, Common Share
certificates outstanding on the Record Date will evidence the Rights
related thereto, and Common Share certificates issued after the
Record Date will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender or transfer of
any certificates for Common Shares, outstanding as of the Record
Date, even without notation or a copy of the Summary of Rights being
attached thereto, also will constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
Distribution Date
The Rights will be separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable
upon the earlier of: (i) the tenth day (or such later date as may be
determined by the Company's Board of Directors) after a person or
group of affiliated or associated persons ("Acquiring Person") has
acquired, or obtained the right to acquire, acquires
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beneficial ownership of (i) 15% or more of the Common Shares then
outstanding, or (b) the tenth business day (or such later date as may
be determined by the Company's Board of Directors) after a person or
group announces a tender or exchange offer, the consummation of which
would result in ownership by a person or group of 15% or more of the
Common Shares then outstanding. The earlier of such dates is referred
to as the "Distribution Date."
Issuance of Rights Certificates; Expiration of Rights
As soon as practicable following the Distribution Date, a
summary of the Rights will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date
and such separate Rights Certificates alone will evidence the Rights
from and after the Distribution Date. All Common Shares issued after
the Distribution Date will be issued with Rights. The Rights will
expire on the earliest of (i) July 31, 2010 (the "Final Expiration
Date"), or (ii) redemption or exchange of the Rights as described
below.
Initial Exercise of the Rights
Following the Distribution Date, and until one of the further
events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of the Purchase Price, one
one-thousandth share of the Series E Preferred. In the event that the
Company does not have sufficient Series E Preferred available for all
Rights to be exercised, or the Board decides that such action is
necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for
the Series E Preferred for which the Rights would have been
exercisable under this provision or as described below.
Right to Buy Company Common Shares
Unless the Rights are earlier redeemed, in the event that an
Acquiring Person obtains 15% or more of the Company's Common Shares
then outstanding, then each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by
the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon exercise, Common Shares having a
value equal to two times the Purchase Price. Rights are not
exercisable following the occurrence of an event as described above
until such time as the Rights are no longer redeemable by the Company
as set forth below.
Right to Buy Acquiring Company Stock
Similarly, unless the Rights are earlier redeemed, in the event
that, after an Acquiring Person obtains 15% or more of the Company's
Common Shares then outstanding , (i) the Company is acquired in a
merger or other business combination transaction, or (ii) 50% or more
of the Company's consolidated assets or earning power are sold (other
than in transactions in the ordinary course of business), proper
provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by
the Acquiring Person, which will thereafter be void) will thereafter
have the right to receive, upon exercise, shares of common stock of
the acquiring company having a value equal to two times the Purchase
Price.
Exchange Provision
At any time after the acquisition by an Acquiring Person obtains
15% or more of the Company's Common Shares then outstanding and prior
to the acquisition by such Acquiring
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Person of 50% or more of the Company's outstanding Common Shares, the
Board of Directors of the Company may exchange the Rights (other than
Rights owned by the Acquiring Person), in whole or in part, at an
exchange ratio of one Common Share per Right.
Redemption
At any time on or prior to the Close of Business on the earlier
of (i) the fifth day following the Shares Acquisition (or such later
date as may be determined by action of the Company's Board of
Directors and publicly announced by the company), or (ii) the Final
Expiration Date, the Company may redeem the Rights in whole, but not
in part, at a price of $0.001 per Right.
Adjustments to Prevent Dilution
The Purchase Price payable, the number of Rights, and the number
of Series E Preferred or Common Shares or other securities or
property issuable upon exercise of the Rights are subject to
adjustment from time to time in connection with the dilutive
issuances by the Company as set forth in the Rights Agreement. With
certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price.
Cash Paid Instead of Issuing Fractional Shares
No fractional portion less than integral multiples of one Common
Share will be issued upon exercise of a Right and, in lieu thereof,
an adjustment in cash will be made based on the market price of the
Common Shares on the last trading date prior to the date of exercise.
No Shareholders' Rights Prior to Exercise
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company (other than any rights
resulting from such holder's ownership of Common Shares), including,
without limitation, the right to vote or to receive dividends.
Amendment of Rights Agreement
The terms of the Rights and the Rights Agreement may be amended
in any respect without the consent of the Rights holders on or prior
to the Distribution Date; thereafter, the terms of the Rights and the
Rights Agreement may be amended without the consent of the Rights
holders in order to cure any ambiguities or to make changes which do
not adversely affect the interests of Rights holders (other than the
Acquiring Person).
Rights and Preferences of the Series E Preferred
Each one one-thousandth of a share of Series E Preferred has
rights and preferences substantially equivalent to those of one
Common Share.
No Voting Rights
Rights will not have any voting rights.
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Certain Anti-Takeover Effects
The Rights approved by the Board are designed to protect and
maximize the value of the outstanding equity interests in the Company
in the event of an unsolicited attempt by an acquirer to take over
the Company in a manner or on terms not approved by the Board of
Directors. Takeover attempts frequently include coercive tactics to
deprive the Company's Board of Directors and its shareholders of any
real opportunity to determine the destiny of the Company. The Rights
have been declared by the Board in order to deter such tactics,
including a gradual accumulation of shares in the open market of 15%
or greater position to be followed by a merger or a partial or two-
tier tender offer that does not treat all shareholders equally. These
tactics unfairly pressure shareholders, squeeze them out of their
investment without giving them any real choice and deprive them of
the full value of their shares.
The Rights are not intended to prevent a takeover of the Company
and will not do so. Subject to the restrictions described above, the
Rights may be redeemed by the Company at $0.001 per Right at any time
prior to the Distribution Date. Accordingly, the Rights should not
interfere with any merger or business combination approved by the
Board of Directors.
Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The
issuance of the Rights themselves has no dilutive effect, will not
affect reported earnings per share, should not be taxable to the
Company or to its shareholders, and will not change the way in which
the Company's shares are presently traded. The Company's Board of
Directors believes that the Rights represent a sound and reasonable
means of addressing the complex issues of corporate policy created by
the current takeover environment.
However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed
undesirable by the Board of Directors. The Rights may cause
substantial dilution to a person or group that attempts to acquire the
Company on terms or in a manner not approved by the Company's Board of
Directors, except pursuant to an offer conditioned upon the negation,
purchase or redemption of the Rights.
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Item 2. Exhibits
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4.3.1 Amended and Restated Preferred Shares Rights Agreement, dated as
of July 31, 2000, between Rambus, Inc. and Fleet National Bank,
including the Amended and Restated Certificate of Incorporation,
and the Summary of Rights attached thereto as Exhibits A, B,
and C, respectively.
3.1 Amended and Restated Certificate of Incorporation of Rambus,
Inc. /1/
3.2 Amended and Restated by-laws of Rambus, Inc. /2/
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/1/ Incorporated by reference to the same numbered exhibit filed with Rambus,
Inc.'s Annual Report on Form 10K filed December 17, 1997.
/2/ Incorporated by reference to the same numbered exhibit filed with Rambus,
Inc.'s Annual Report on form 10K filed December 17, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: August 3, 2000 RAMBUS, INC.
By: /s/ Gary G. Harmon
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Gary G. Harmon
Secretary & Chief Financial Officer
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