Form 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) February 28, 2005

 

 

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)  

(IRS Employer

Identification No.)

 

4440 El Camino Real, Los Altos, California   94022
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (650) 947-5000

 

N/A

(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))

 

Section 8 – Other Events

 

Item 8.01 –Other Events

 

On February 28, 2005, Rambus Inc. (the “Company”) amended its purchase agreement (the “Amendment”), dated January 27, 2005, with the Initial Purchasers of its $300 million principal amount of zero coupon convertible senior notes issued on February 1, 2005. The Amendment extended the Initial Purchasers’ option to purchase up to $60 million aggregate principal amount of the Company’s zero coupon convertible senior notes due February 1, 2010 (the “Notes”) for an additional 30 days from March 3, 2005. On February 28, 2005, the Company issued a press release with respect to this Amendment, and a copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

  (c) Exhibits

 

  99.1 Press Release dated February 28, 2005

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 4, 2005

  

Rambus Inc.

   

/s/ Robert K. Eulau

   

Robert K. Eulau, Senior Vice President, Finance and

Chief Financial Officer

Press Release

 

Exhibit Index

 

Exhibit
Number
   

Exhibit Title

99.1    Press release dated February 28, 2005.