Current Report Filing (8-k)
June 25 2019 - 9:24AM
Edgar (US Regulatory)
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 20, 2019
Rambus Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-22339
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94-3112828
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I. R. S. Employer
Identification No.)
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1050 Enterprise Way, Suite 700
Sunnyvale, California
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94089
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(Address of principal executive offices)
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(Zip Code)
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(408)
462-8000
(Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common stock
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RMBS
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 20, 2019, Rambus Inc. (Rambus) and Visa International Service Association (the Purchaser), entered into a share purchase
agreement (the Purchase Agreement) pursuant to which the Purchaser has agreed to acquire all of the outstanding shares of our subsidiary, Smart Card Software Limited, which comprises our payments and ticketing group, for $75 million
in cash, subject to certain adjustments (the Transaction).
The Purchase Agreement includes certain customary warranties and covenants on the
part of Rambus and the Purchaser. The Purchase Agreement also includes various other provisions customary for transactions of this nature, including regulatory approvals and other customary closing conditions, a post-closing working capital
adjustment, and various remedy provisions for the benefit of the Purchaser subject to various limitations on liability for Rambus. The transaction is expected to close in the third quarter of 2019. As part of the Transaction, Rambus and the
Purchaser will enter into a post-closing transition services agreement whereby Rambus will provide certain services to the Purchaser at designated fees following the closing of the Transaction. The foregoing is a summary of the material provisions
of the Purchase Agreement. This summary is not intended to be complete and is qualified in its entirety by the Purchase Agreement, which Rambus intends to file with the Securities and Exchange Commission.
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.
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Date: June 25, 2019
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Rambus Inc.
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/s/ Jae Kim
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Jae Kim
Senior Vice President and General
Counsel
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