8-K
Rambus Inc (RMBS)
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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)
September 2, 2020
Rambus Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22339 | 94-3112828 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I. R. S. Employer<br> <br>Identification No.) |
4453 North First Street, Suite 100
San Jose, California 95134
(Address of principal executive offices)
(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<br> <br>Symbol | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common Stock, $.001 Par Value | RMBS | The NASDAQ Stock Market LLC |
| (The 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 1.01. | Entry into a Material Definitive Agreement. |
|---|
Amendment No. 1 to Semiconductor Patent License Agreement
On September 2, 2020 (the “Effective Date”), Rambus Inc. (the “Company”) and Micron Technology, Inc. (“Micron”) entered into an amendment (the “Amendment”) to the Semiconductor Patent License Agreement, dated December 9, 2013 (the “SPLA”), between the Company and Micron. Under the Amendment, the parties agreed to certain modifications to the renewal period for the patent license for memory and semiconductor products, and made modifications to certain defined Micron products and royalty rates under the SPLA. As of the Effective Date, Micron has affirmatively elected the option to renew the patent license through December 1, 2024. Except as otherwise specifically referenced in the Amendment, all other terms and conditions of the SPLA will remain in effect.
The foregoing descriptions of the Amendment are qualified in their entirety by reference to the full text of the agreement, which the Company intends to file with the Securities and Exchange Commission as an exhibit to the applicable periodic report. The Company intends to redact certain confidential portions of the Agreement because such confidential portions are not material and would be competitively harmful if publicly disclosed.
A copy of the press release issued by the Company relating to the matter discussed above is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release dated September 3, 2020. |
|---|---|
| 104 | Cover Page Interactive Date File (formatted as inline XBRL and contained in 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: September 2, 2020 | Rambus Inc. |
|---|---|
| /s/ Rahul Mathur | |
| Rahul Mathur, Senior Vice President, Finance and <br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Rambus and Micron Extend Patent License Agreement
SAN JOSE, Calif. – Sept 3, 2020 – Rambus Inc. (Nasdaq: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced it has extended its patent license agreement with Micron for an additional four years. The extension maintains the existing financial terms of the agreement and provides Micron with a license to the extensive portfolio of Rambus patents until December 1, 2024.
“We are very pleased Micron has extended their patent license agreement and with how our broader relationship has grown over time,” said Kit Rodgers, senior vice president of technology partnerships and corporate development at Rambus. “We look forward to our continued collaboration in the future.”
About Rambus Inc.
Rambus is a premier Silicon IP and chip provider that makes data faster and safer. With 30 years of innovation, we continue to develop the foundational technology for all modern computing systems. Leveraging our semiconductor expertise, Rambus solutions speed performance, expand capacity and improve security for today’s most demanding applications. From data center and edge to artificial intelligence and automotive, our interface and security IP, and memory interface chips enable SoC and system designers to deliver their vision of the future. For more information, visit rambus.com.
Contact:
Nicole Noutsios
Rambus Investor Relations
(510) 315-1003
rambus@nmnadvisors.com
Source: Rambus Inc.