Current Report Filing (8-k)
May 02 2017 - 6:12AM
Edgar (US Regulatory)
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)
May 1, 2017
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
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I. R. S. Employer
Identification No.)
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1050 Enterprise Way, Suite 700
Sunnyvale, California
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94089
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(Address of principal executive offices)
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(ZIP Code)
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(408) 462-8000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2017, Rambus Inc. (NASDAQ: RMBS) (Rambus or the Company) entered into a Supplemental Confirmation under
the Master Agreement entered into on May 1, 2017 (the Master Agreement, and together with the Supplemental Confirmation, the ASR Agreement) with Barclays Bank PLC (Barclays) pursuant to an accelerated share
repurchase program (ASR Program) under which the Company will repurchase shares of the Companys common stock (the Common Stock), as part of the Companys share repurchase program for an aggregate purchase price of
approximately $50 million.
Under the ASR Agreement, Rambus will pre-pay to Barclays the $50 million purchase price for the Common Stock
and the Company will receive an initial delivery of 3,187,251 shares from Barclays within the first week of the ASR Program. The number of shares to be ultimately purchased by the Company under the ASR Program will be determined based on the volume
weighted average price of the Common Stock during the terms of the transaction (the Valuation Period), minus an agreed upon discount between the parties. The program is expected to be completed by November 2017. The shares of Common
Stock will be delivered by Barclays to Rambus on the third business day following the Valuation Period described above.
The ASR Agreement
is part of a broader share repurchase program previously authorized by the Board of Directors of the Company. As of May 1, 2017, before giving effect to the transaction under the ASR Agreement, there remained an outstanding authorization under
the share repurchase program to repurchase approximately 11.5 million shares of the outstanding Common Stock.
The description of the
ASR Agreement contained herein is qualified in its entirety by reference to the ASR Agreement to be filed by the Company. The ASR Agreement contains other terms governing the repurchase of the Common Stock, including, but not limited to, the
mechanism used to determine the final settlement of the repurchase of the Common Stock, the method of such settlement, the circumstances under which Barclays is permitted to make adjustments to the terms of the ASR Agreement, the circumstances under
which the ASR Agreement may be terminated early, and various acknowledgements, representations and warranties made by the Company and Barclays.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information called for by this item is contained in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by
reference.
Item 8.01. Other Events.
On May 1, 2017, Rambus issued a press release announcing its entry into the ASR Agreement. A copy of this press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act) 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 Exchange Act, regardless of any general
incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Press Release of Rambus Inc., issued on May 1, 2017.
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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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Date: May 1, 2017
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Rambus Inc.
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/s/ Rahul Mathur
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Rahul Mathur, Senior Vice President, Finance and
Chief Financial Officer
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Exhibit Index
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Exhibit
Number
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Exhibit Title
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99.1
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Press Release of Rambus Inc., issued on May 1, 2017.
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