As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMBUS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0449233
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2465 LATHAM STREET
MOUNTAIN VIEW, CALIFORNIA 94040
(ADDRESS, INCLUDING ZIP CODE OF PRINCIPAL EXECUTIVE OFFICES)
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1990 STOCK PLAN
1997 STOCK PLAN
1997 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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GARY HARMON
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
RAMBUS INC.
2465 LATHAM STREET
MOUNTAIN VIEW, CALIFORNIA 94040
(415) 903-3800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
GAIL C. HUSICK, ESQ.
J. MICHAEL ARRINGTON, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock
$0.001 par value:
- - Outstanding under 1990 Stock Plan 2,012,340 $ 3.38 $ 6,801,710(1) $ 2,062.00
- - Reserved or Outstanding under 1,000,000 $ 31.19 $ 26,392,500(2) $ 7,998.00
1997 Stock Plan
- - Reserved under 1997 Employee Stock 400,000 $ 26.51 $ 10,604,600(3) $ 3,214.00
Purchase Plan
TOTAL 3,412,340 $ 43,798,810 $ 13,274.00
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price of $ 3.38 per share for outstanding options to purchase a
total of 2,012,340 shares of Common Stock.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of (i) the weighted average
exercise price of $12.00 per share for outstanding options to purchase a
total of 250,000 shares of Common Stock and (ii) $31.19 per share (based on
the average of the high and low prices of Registrant's Common Stock as
reported on the Nasdaq National Market on June 4, 1997), for 750,000 shares
of Common Stock reserved for issuance thereunder .
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $26.51 per share (85% of
$31.19, which is the average of the high and low prices of Registrant's
Common Stock as reported on the Nasdaq National Market on June 4, 1997).
RAMBUS INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission by the Registrant:
1. The Registrant's Prospectus, filed on May 14, 1997 pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
2. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 2, 1997,
filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") which was declared effective on
May 13, 1997, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of May 29, 1997, certain members of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, beneficially owned 2000 shares of the Company's Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a corporation's certificate of incorporation may contain, and
the Company's Amended and Restated Certificate of Incorporation does contain, a
provision eliminating or limiting the personal liability of a director for
monetary damages for breach of their fiduciary duties as directors, except for
liability (i) for any breach of their duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith for which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividend or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors, officers, employees and agents to the fullest extent
permitted by law. The Company believes that the indemnification
under its Amended and Restated Bylaws covers at least negligence and gross
negligence on the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify the
Company's directors and officers for certain expenses (including attorney fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or officer of the company,
any subsidiary of the Company or any other company or enterprise to which the
person provides services at the request of the Company. The Company believes
that these provisions and agreements are necessary to attract and retain
qualified directors and officers.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company where indemnifications will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Document
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4.1* Amended and Restated Certificate of Incorporation of Registrant.
4.2* Certificate of Designation of Rights, Preferences and Privileges of
Series E Participating Preferred Stock of Registrant.
4.3* Amended and Restated Bylaws of Registrant dated February 28, 1997.
4.4* Form of Amended and Restated Certificate of Incorporation of
Registrant to be filed upon the closing of the Company's Initial
Public Offering.
4.5 1990 Stock Plan, as amended.
4.6 1997 Stock Plan.
4.7 1997 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney (see page 5).
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(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-22885).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commissioner by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on June 6, 1997.
RAMBUS INC.
By: /s/ GARY G. HARMON
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Gary G. Harmon,
Vice President, Finance and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Geoffrey R. Tate and Gary G.
Harmon, and each of them, his or her true and lawful agent, proxy and attorney-
in-fact, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all amendments
(including post-effective amendments) to this Registration Statement on Form S-8
together with all schedules and exhibits thereto (ii) act on, sign and file such
certificates, instruments, agreements and other documents as may be necessary or
appropriate in connection therewith, and (iii) take any and all actions that may
be necessary or appropriate to be done, as fully for all intents and purposes as
he or she might or could do in person, hereby approving, ratifying and
confirming all that such agent, proxy and attorney-in-fact or any of his
substitutes may lawfully do or cause to be done by virtue thereof.
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE STATED:
Signatures Title Date
- ---------- ----- ----
/s/ GEOFFREY R. TATE President, Chief Executive Officer and June 6, 1997
- ------------------------ Director (principal executive officer)
Geoffrey R. Tate
/s/ GARY G. HARMON Vice President Finance and Chief June 6, 1997
- ------------------------ Financial Officer (principal financial
Gary G. Harmon and accounting officer)
/S/ WILLIAM DAVIDOW Chairman of the Board of Directors June 6, 1997
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William Davidow
/S/ BRUCE DUNLEVIE Director June 6, 1997
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Bruce Dunlevie
Director
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Michael Farmwald
/S/ CHARLES GESCHKE Director June 6, 1997
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Charles Geschke
Director
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Mark Horowitz
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Index to Exhibits
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Exhibit
Number Description of Document
4.1* Amended and Restated Certificate of Incorporation of Registrant.
4.2* Certificate of Designation of Rights, Preferences and Privileges of Series E Participating
Preferred Stock of Registrant.
4.3* Amended and Restated Bylaws of Registrant dated February 28, 1997.
4.4 Form of Amended and Restated Certificate of Incorporation of Registrant to be filed
upon the closing of the Company's Initial Public Offering.
4.5 1990 Stock Plan, as amended.
4.6 1997 Stock Plan.
4.7 1997 Employee Stock Purchase Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality
of securities being registered.
23.1 Consent of Coopers & Lybrand L.L.P., Independent Auditors.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney (see page 5).
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(*) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-22885).
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