Current Report Filing (8-k)

UNITED STATES

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)

June 11, 2014

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-22339

94-3112828

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

1050 Enterprise Way, Suite 700, Sunnyvale, California 94089

(Address of principal executive offices, including ZIP code)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 — Other Events.

On June 11, 2014, Rambus Inc. issued a press release announcing that Rambus Inc. has signed a patent license agreement with Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated.

On June 11, 2014, Rambus Inc. issued a press release announcing that Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated, has entered into a license for the CryptoManager™ security and feature management platform developed by the Cryptography Research (CRI) division of Rambus Inc.

On June 11, 2014, Rambus Inc. issued a press release announcing the CryptoManager™ Secure Feature Management platform.

On June 11, 2014, Rambus Inc. issued a press release updating its revenue guidance for the quarter ending June 30, 2014.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press release dated June 11, 2014 announcing that Rambus Inc. has signed a patent license agreement with Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated.

99.2		Press release dated June 11, 2014 announcing that Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated, has entered into a license for the CryptoManager™ security and feature management platform developed by the Cryptography Research (CRI) division of Rambus Inc.

99.3		Press release dated June 11, 2014 announcing the CryptoManager™ Secure Feature Management platform.

99.4		Press release dated June 11, 2014 updating revenue guidance for the quarter ending June 30, 2014.

SIGNATURES

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.


Date: June 11, 2014		Rambus Inc.

		/s/ Satish Rishi
		Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit Number		Exhibit Title

99.1		Press release dated June 11, 2014 announcing that Rambus Inc. has signed a patent license agreement with Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated.

99.2		Press release dated June 11, 2014 announcing that Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated, has entered into a license for the CryptoManager™ security and feature management platform developed by the Cryptography Research (CRI) division of Rambus Inc.

99.3		Press release dated June 11, 2014 announcing the CryptoManager™ Secure Feature Management platform.

99.4		Press release dated June 11, 2014 updating revenue guidance for the quarter ending June 30, 2014.

Exhibit 99.1

News Release

Rambus Signs Comprehensive License Agreement with Qualcomm

Agreement enables broad adoption of Rambus technologies for

inclusion in Qualcomm chipsets

SUNNYVALE, Calif. - June 11, 2014 - Rambus Inc. (NASDAQ:RMBS) today announced that it has signed a comprehensive patent license agreement with Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated. The agreement provides Qualcomm Incorporated and its subsidiaries with access to innovative patented memory, interface, and security technologies from Rambus. Other terms of the agreement are confidential.

“This agreement highlights our ongoing commitment to providing access to valuable memory and security technologies to industry leaders,” said Dr. Ron Black, president and chief executive officer at Rambus. “Engaging with Qualcomm with this agreement gives us an opportunity to collaborate with the broader industry to bring compelling solutions to the segment.”

In addition to certain high-performance, low-power memory innovations, this agreement provides Qualcomm Incorporated and its subsidiaries with access to patented security technologies developed by the Cryptography Research (CRI) division of Rambus. These security technologies include countermeasures for protecting integrated circuit systems on a chip (SoCs) against differential power analysis and other side channel attacks.

Rambus continues to innovate across memory architectures and security to meet the emerging requirements of device-driven segments like mobile and cloud. Working with industry leaders like Qualcomm positions Rambus’ inventions for broad adoption.

Follow Rambus

Company website: www.rambus.com

Rambus blog: www.rambus.com/news-events/blog

Twitter: @rambusinc

LinkedIn: www.linkedin.com/company/rambus

Facebook: www.facebook.com/RambusInc

About Rambus Inc.

Rambus brings invention to market. Our customizable IP cores, architecture licenses, tools, services, and training improve the competitive advantage of our customer’s products while accelerating their time-to-market. Rambus products and innovations capture, secure and move data. For more information, visit rambus.com.

Press contacts:

Darah Roslyn or Sam Katzen

MSLGROUP

(415) 512-0770

rambus@schwartzmsl.com

Exhibit 99.2

News Release

Qualcomm Licenses Rambus CryptoManager™ Key and Feature Management
Security Solution

Security Engine is licensed for use with Qualcomm SoCs;

Infrastructure Suite is licensed for use as part of manufacturing process

SUNNYVALE, Calif. - June 11, 2014 - Rambus Inc. (NASDAQ:RMBS) today announced that Qualcomm Global Trading Pte. Ltd., a subsidiary of Qualcomm Incorporated, has entered into a license for the CryptoManager™ security and feature management platform developed by the Cryptography Research (CRI) division of Rambus (see related Rambus release also issued today). The CryptoManager solution will provide Qualcomm Incorporated and its subsidiaries with an advanced key provisioning hardware solution for their integrated circuit systems on a chip (SoCs), as well as an Infrastructure Suite for security throughout the SoC manufacturing processes.

“Qualcomm’s position as an industry leader is underscored by its commitment to innovation and security,” said Paul Kocher, president and chief scientist for the Rambus Cryptography Research division. “I am excited that our CryptoManager solutions can help Qualcomm continue to provide technologies that power the mobile devices that play a critical role in our connected lives.”

“Our dedication to security is a key component in our ongoing efforts to enable our customers to create innovative and trusted mobile devices,” said Raj Talluri, senior vice president of product management for Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated. “The CryptoManager platform will help provide us with a secure solution that can manage silicon features, provision secret keys, and help our customers manage sensitive data and content on mobile devices.”

The CryptoManager Security Engine addresses critical chip and device security needs, including the provisioning and management of cryptographic keys across the chip and device supply chain. The CryptoManager infrastructure provides a unified platform across all provisioning locations and detailed visibility into operations. With the solution, chip and device makers can better cooperate to address advanced device personalization needs while ensuring the security of secret keys and sensitive data.

For additional information on the CryptoManager platform, please visit rambus.com.

Follow Rambus

Company website: www.rambus.com

Rambus blog: www.rambus.com/news-events/blog

Twitter: @rambusinc

LinkedIn: www.linkedin.com/company/rambus

Facebook: www.facebook.com/RambusInc

About Cryptography Research, Inc.

Cryptography Research, Inc. (CRI), a division of Rambus Inc., is a leader in semiconductor security research and development. Established by internationally renowned cryptographer Paul Kocher, CRI develops and licenses innovative technologies in areas including tamper resistance, content protection, anti-counterfeiting, network security, and financial services. Over seven billion security products are made each year under license from CRI. Security systems designed by CRI scientists and engineers protect hundreds of billions of dollars in commerce annually. Additional information is available at cryptography.com.

About Rambus

Press contacts:

Darah Roslyn or Sam Katzen

MSLGROUP

(415) 512-0770

rambus@schwartzmsl.com

Exhibit 99.3

News Release

Rambus Cryptography Research Division Unveils

CryptoManager™ Secure Feature Management Platform

Revolutionizes IC manufacturing process through unprecedented remote secure key provisioning and SoC configuration

SUNNYVALE, Calif. - June 11, 2014 - Rambus Inc. (NASDAQ:RMBS) today announced the CryptoManager™ platform, a feature management solution developed by the Rambus Cryptography Research (CRI) division. The CryptoManager platform consists of both a Security Engine and an Infrastructure suite that can dramatically improve efficiency and security during the manufacturing process. As lead customer, Qualcomm (see related release also issued today) is integrating the CryptoManager Security Engine into select SoCs and adopting the Infrastructure suite as part of its overall manufacturing process.

The CryptoManager Security Engine is a silicon core integrated into a SoC, providing a hardware root-of-trust for the secure provisioning, configuration, keying, and authentication of SoCs during chip and device manufacturing. The CryptoManager Infrastructure includes hardware appliances for securing in-factory operations and management systems for protecting the distribution of authorization and cryptographic keys throughout the chip manufacturing processes. In addition to helping address security needs for advanced mobile devices, the overall solution enables additional efficiencies, including dynamic provisioning for cost effective device personalization.

“SoC manufacturing is increasingly complicated and expensive. The ongoing demand for improved time-to-market and lack of visibility during the complicated manufacturing process restricts the ability to quickly respond to dynamic market conditions for new features,” said Paul Kocher, president and chief scientist for the Rambus Cryptography Research division. “The CryptoManager platform can dramatically change the chip manufacturing process by helping chip and handset makers tackle the security challenges of future mobile devices, allowing for a secure foundation for our connected lives.”

The CryptoManager platform was specifically designed to be easily integrated into any manufacturing facility. As part of the platform, the CryptoManager Security Engine addresses fundamental security needs such as the on-chip processes involved with the provisioning and management of cryptographic keys, debug modes, and chip capabilities. The CryptoManager Infrastructure provides a single UI across factory locations, real-time visibility into operations, and remote feature activation. As a result, chip and handset makers can meet device personalization demands, reduce operating costs and accelerate time-to-market - all while ensuring the security of secret keys and sensitive data.

For additional information on the CryptoManager platform or the Rambus CRI division, visit rambus.com.

Follow Rambus

Company website: www.rambus.com

Rambus blog: www.rambus.com/news-events/blog

Twitter: @rambusinc

LinkedIn: www.linkedin.com/company/rambus

Facebook: www.facebook.com/RambusInc

About Cryptography Research, Inc.

About Rambus

###

Press contacts:

Rambus/CRI

Darah Roslyn or Sam Katzen

MSL for Rambus/CRI

(415) 512-0770

rambus@schwartzmsl.com

Exhibit 99.4

News Release

Rambus Updates Second Quarter Guidance

SUNNYVALE, Calif. - June 11, 2014 - Rambus Inc. (NASDAQ:RMBS), the innovative technology solutions company that brings invention to market, today updated its revenue guidance for the second quarter of 2014 to be between $75 million and $77 million, up from the initial range of $69 million to $74 million. There was no change to its guidance of pro forma operating costs and expenses. For the full year 2014, the Company reiterated its revenue guidance to be between $295 million and $305 million.

About Rambus Inc.

Rambus brings invention to market. Our customizable IP cores, architecture licenses, tools, services, and training improve the competitive advantage of our customers’ products while accelerating their time-to-market. Rambus products and innovations capture, secure and move data. For more information, visit rambus.com.

Forward-Looking Statements

Achievement of projected revenue is not without risk and includes numerous assumptions and expectations, including that the Company will sign new customers for both patented innovations and technology solutions. The above statements referring to plans and expectations for the second quarter and the year and the future are forward-looking statements that involve a number of risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should” and their variations identify forward-looking statements. Statements that refer to or are based on projections, uncertain events or assumptions also identify forward-looking statements. Many factors, more fully described in the Company’s periodic reports filed with the Securities and Exchange Commission, could affect the Company’s actual results, and variances from the Company’s current expectations regarding such factors could cause actual results to differ materially from those expressed in these forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date of this press release.

RMBSFN

Contacts:

Carolyn Robinson

Corporate Communications

Rambus Inc.

(408) 462-8717

crobinson@rambus.com

Nicole Noutsios

Investor Relations

Rambus Inc.

(408) 462-8050

nnoutsios@rambus.com