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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)
June 22, 2009
Rambus Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-22339
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94-3112828 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I. R. S. Employer
Identification No.) |
4440 El Camino Real, Los Altos, California 94022
(Address of principal executive offices, including ZIP code)
(650) 947-5000
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Retrospective Application of ABP14-1
This Current Report on Form 8-K is being filed to reflect changes to Rambus Inc.s (the
Company) accounting for convertible debt to retrospectively apply the provisions of Financial
Accounting Standards Board Staff Position APB 14-1 (FSP APB 14-1), Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).
The Company has revised its presentation of its convertible debt and related interest expense
to reflect this change and has retrospectively adjusted all comparative prior period information on
this basis. The Company is filing this Current Report on Form 8-K to reflect the impact of the
adoption of this standard on previously issued financial statements. In addition, the Company has
updated its disclosures regarding ongoing legal proceedings to reflect certain events or
developments occurring subsequent to February 26, 2009, the date on which the Company filed its
Annual Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K).
Accordingly, the information in this Current Report on Form 8-K updates the following sections of
the 2008 Form 10-K:
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Part II, Item 6. Selected Financial Data, |
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Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations, and |
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Part II, Item 8. Financial Statements and Supplementary Data. |
This Current Report on Form 8-K does not modify or update any other information contained in
the 2008 Form 10-K except as described above. Accordingly, this Current Report on Form 8-K should
be read in conjunction with the 2008 Form 10-K and the Companys filings made with the Securities
and Exchange Commission subsequent to the filing of the 2008 Form 10-K, including any amendments to
those filings.
Expected Financial Results Update
On June 22, 2009, the Company issued a press release updating its expectations for its
financial results for the three months ending June 30, 2009. A copy of the Companys press release
is attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
23.1 |
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Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm |
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99.1 |
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Updated Selected Consolidated Financial Data, Managements Discussion and Analysis of
Financial Condition and Results of Operations and Consolidated Financial Statements |
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99.2 |
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Rambus Inc. Press Release dated June 22, 2009 |
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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.
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Rambus Inc.
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By: |
/s/ Satish Rishi
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Satish Rishi |
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Senior Vice President, Finance and
Chief Financial Officer |
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Date: June 22, 2009
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Exhibit Index
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Exhibit |
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Number |
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Exhibit Title |
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23.1
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Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm |
99.1
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Updated Selected Consolidated Financial Data, Managements Discussion and Analysis of
Financial Condition and Results of Operations and Consolidated Financial Statements |
99.2
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Rambus Inc. Press Release dated June 22, 2009 |