As filed with the Securities and Exchange Commission on December 22, 1999
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Delaware 94-3112828
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(State of incorporation) (I.R.S. Employer Identification No.)
2465 Latham Street
Mountain View, California 94040
(Address, including zip code, of Principal Executive Offices)
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1997 Stock Plan
1997 Employee Stock Purchase Plan
1999 Nonstatutory Stock Option Plan
(Full title of the plans)
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Gary G. Harmon
Sr. Vice President, Finance and Chief Financial
Officer
Rambus Inc.
2465 Latham Street
Mountain View, California 94040
(650) 944-8000
(Name, address, and telephone number, including area code, of agent for service)
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Copy to:
Gail C. Husick, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee
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Common Stock, $0.001 par value:
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- -- Newly Reserved under
1997 Stock Plan, as amended on
October 20, 1999 (the "1997 Plan")
(2)................................ 941,662 $70.25 (3) $ 66,151,755.50 $18,390
- -----------------------------------------------------------------------------------------------------------------------
- -- Newly Reserved under
1997 Employee Stock
Purchase Plan (the "ESPP") (4)..... 187,178 $59.71 (5) $ 11,176,866.33 $ 3,107
- -----------------------------------------------------------------------------------------------------------------------
- -- Newly Reserved under
1999 Nonstatutory Stock Option Plan
(the "1999 Plan").................. 1,000,000 $70.25 (3) $ 70,250,000.00 $19,530
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Total 2,128,840 $ 147,578,621.83 $38,970
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(1) Pursuant to Rule 416(a), this Registration Statement shall also cover any
additional shares of the Registrant's Common Stock (the "Shares") which may
become issuable under the 1997 Plan, the ESPP and the 1999 Plan
(collectively, the "Plans") 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 Registrant's outstanding
Shares.
(2) The 1997 Plan provides for an annual increase in the number of Shares
reserved and available for issuance under the 1997 Plan equal to the lesser
of (i) the number of Shares needed to restore the maximum aggregate number
of Shares which may be optioned and sold under the 1997 Plan to 1,000,000,
(ii) four percent (4%) of the outstanding Shares, as of the last business
day of such fiscal year, or (iii) a lesser number of Shares determined by
the Board of Directors.
(3) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act") solely for the purpose of calculating the
registration fee on the basis of the average of the high and low prices of
Registrant's Common Stock as reported on Nasdaq National Market on December
17, 1999.
(4) The ESPP provides for an annual increase in the number of Shares reserved
and available for issuance under the ESPP equal to the lesser of (i) the
number of Shares needed to restore the maximum aggregate number of Shares
which may be sold under the ESPP to 400,000, (ii) one percent (1%) of the
outstanding Shares as of the last business day of such fiscal year, or
(iii) a lesser number of Shares determined by the Board of Directors.
(5) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(c) under the Securities Act solely for the purpose
of calculating the registration fee on the basis of the average of the high
and low prices of Registrant's Common Stock as reported on Nasdaq National
Market on December 17, 1999, multiplied by 85%, which is the percentage of
the trading price applicable to purchases under the ESPP.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information filed with the Securities and
Exchange Commission (the "Commission") by the Registrant are hereby incorporated
by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 1998 filed pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1998, March 31, 1999 and June 30,
1999 filed pursuant to the Exchange Act; and
(c) 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 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 to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of September 30, 1999, a member of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, beneficially owned 1,000 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
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 1997 Stock Plan.
4.5** 1997 Employee Stock Purchase Plan.
4.6 1999 Nonstatutory Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of this
registration statement).
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (file No. 333-22885).
** Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed June 6, 1997 (file No. 333-28597).
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.
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 this 22nd day
of December, 1999.
RAMBUS INC.
By: /s/ GARY G. HARMON
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Gary G. Harmon
Vice President, Finance and
Chief Financial Officer
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,
jointly and severally, his attorney-in-fact, each with full power of
substitution, for him and in any and all capacities, to sign any amendments to
this Registration Statement on form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying confirming all that each said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signatures Title Date
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/s/ GEOFFREY R. TATE Chief Executive Officer December 22, 1999
- -------------------------- and Director (principal
Geoffrey R. Tate executive officer)
/s/ GARY G. HARMON Sr. Vice President, December 22, 1999
- -------------------------- Finance and Chief
Gary G. Harmon Financial Officer
(principal financial
and accounting officer)
/s/ DAVID MOORING President and Director December 22, 1999
- --------------------------
David Mooring
/s/ BRUCE DUNLEVIE Director December 22, 1999
- --------------------------
Bruce Dunlevie
/s/ CHARLES GESCHKE Director December 22, 1999
- --------------------------
Charles Geschke
/s/ MARK HOROWITZ Director December 22, 1999
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Mark Horowitz
Index to Exhibits
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 1997 Stock Plan.
4.5** 1997 Employee Stock Purchase Plan.
4.6 1999 Nonstatutory Stock Option Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in exhibit 5.1).
24.1 Powers of Attorney (included as part of the signature page of
this registration statement).
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (file No. 333-22885).
** Incorporated by reference to the Registrant's Registration Statement on
Form S-8 filed June 6, 1997 (file No. 333-28597).