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 18, 2008
Rambus Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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000-22339
(Commission File Number)
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94-3112828
(I. R. S. Employer Identification
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4440 El Camino Real, Los Altos CA 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:
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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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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On
June 24, 2008, Rambus Inc. (the “Company”)
issued a press release announcing that the Board of Directors (the
“Board”) of the Company has appointed Mr. Stang to
the Board as a Class II director and to the Compensation Committee of the Board (the “Compensation
Committee”), effective July 22, 2008. Mr. Stang accepted this appointment on June 18, 2008.
Pursuant to the Company’s standard compensation policy for independent directors, Mr. Stang
will receive a nonstatutory stock option to purchase 40,000 shares of the Company’s common stock
when he first becomes a director, and will receive each year an option to purchase 20,000 shares of
the Company’s common stock (which, in the case of new directors, is payable following the six-month
anniversary of their appointment) and an annual retainer of $40,000, payable in quarterly
installments. Mr. Stang also entered into the Company’s standard indemnification agreement.
Mr. Stang serves as CEO and President of Reliant Technologies, Inc., a developer of
medical technology solutions
for aesthetic applications. Prior to joining Reliant
Technologies, Mr. Stang served as Chairman, CEO and President of Lexar Media, Inc., a provider of
solid state memory products. Mr. Stang received his A.B. from Stanford University and MBA from
the Harvard Business School. Mr. Stang also serves on the boards of directors of Reliant Technologies,
Miradia, Inc. and Yadav Technology.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 8, 2008, Dr. Kevin Kennedy will step down as Chairman and a member
of the Board effective July 1, 2008.
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| Item 9.01 |
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Financial Statement and Exhibits |
(d) Exhibits
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Press release dated June 24, 2008 |