RAMBUS INC false 0000917273 0000917273 2019-09-11 2019-09-11





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 11, 2019


Rambus Inc.

(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(I. R. S. Employer

Identification No.)


1050 Enterprise Way, Suite 700

Sunnyvale, California



(Address of principal executive offices)


(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 (see General Instruction A.2 below):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common stock




NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  



Item 8.01 Other Events.

On September 11, 2019, Rambus Inc. (the “Company”) issued a press release announcing that it entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Verimatrix, a société anonyme incorporated under the laws of the Republic of France (formerly Inside Secure) and a global provider of security and analytics solutions that protect devices, services and applications (“Verimatrix”), to acquire its Silicon IP, Secure Protocols and Provisioning business (the “Transaction”).

The Purchase Agreement includes certain customary representations, warranties and covenants on the part of the Company and Verimatrix. The Purchase Agreement also includes various other provisions customary for transactions of this nature, including regulatory approvals and other closing conditions, and certain remedy provisions for the benefit of the Company subject to certain limitations on liability for Verimatrix.

A copy of the Company’s press release announcing the Transaction is attached to this report as Exhibit 99.1. The information in the press release that is an exhibit to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits.



Press Release of Rambus Inc., issued on September 11, 2019.




Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


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: September 11, 2019




Rambus Inc.





/s/ Jae Kim




Jae Kim




Senior Vice President and General Counsel