As filed with the Securities and Exchange Commission on August 29, 2019
Registration
No. 333-
UNITED STATES
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)
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Delaware
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94-3112828
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1050 Enterprise Way, Suite 700
Sunnyvale, California 94089
(Address of principal executive offices)
2019 Inducement Equity Incentive Plan
(Full title of the plan)
Jae Kim, Esq.
Senior
Vice President and General Counsel
Rambus Inc.
1050 Enterprise Way, Suite 700
Sunnyvale, California 94089
(408) 462-8000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Michael E.
Coke, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the 2019 Inducement Equity Incentive Plan
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400,000
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$11.51
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$4,604,000.00
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$558.00
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(1)
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Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of the
Registrants Common Stock (the Shares) that may become issuable under the 2019 Inducement Equity Incentive Plan (the Inducement Plan) 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 Registrants outstanding Common Stock.
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(2)
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The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(c) under the
Securities Act of 1933 solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Shares as reported on The NASDAQ Global Select Market on August 27, 2019.
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