8-K
RAMBUS INC false 0000917273 0000917273 2019-12-06 2019-12-06

 

 

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):

December 6, 2019

 

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)

 

(I. R. S. Employer

Identification No.)

     

1050 Enterprise Way, Suite 700

Sunnyvale, California

 

94089

(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:

  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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock

 

RMBS

 

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 December 8, 2019, Rambus Inc. (the “Company”) issued a press release announcing that, pursuant to that certain asset purchase agreement entered into on September 11, 2019, as amended (the “Asset Purchase Agreement”), it had completed its acquisition of the silicon IP, secure protocols and provisioning business (the “Transaction”) from Verimatrix, formerly Inside Secure, a global provider of security and analytics solutions that protect devices, services and applications. The Transaction closed December 6, 2019.

A copy of the Company’s press release announcing the closing of 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.
 

99.1

   

Press Release of Rambus Inc., issued on December 8, 2019.

         
 

104

   

Cover Page Interactive Data File, formatted in InLine XBRL and included as Exhibit 101


SIGNATURES

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: December 8, 2019

 

 

 

Rambus Inc.

             

 

 

 

/s/ Jae Kim

 

 

 

Jae Kim

Senior Vice President and General Counsel