8-K

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)

July 22, 2010

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.)

4440 El Camino Real, Los Altos, California 94022

(Address of principal executive offices, including ZIP code)

(650) 947-5000

(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))

Item 2.02 – Results of Operations and Financial Condition.

On July 22, 2010, Rambus Inc. (“the Company”) issued a press release announcing results for the quarter ended June 30, 2010. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information in this current report on Form 8-K and the exhibits attached hereto 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.

(d) Exhibits.

99.1   Press release dated July 22, 2010.

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: July 22, 2010	Rambus Inc.
	/s/ Satish Rishi
	Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press release dated July 22, 2010.

EX-99.1

Exhibit 99.1

NEWS RELEASE

RAMBUS REPORTS SECOND QUARTER EARNINGS

Revenue of $38.9 million, loss per share of $0.11 cents for the second quarter

LOS ALTOS, Calif. – July 22, 2010 – Rambus Inc. (NASDAQ:RMBS), one of the world’s premier technology licensing companies, today reported financial results for the second quarter of 2010.

Revenue for the second quarter of 2010 was $38.9 million, down 76.0% sequentially from the first quarter of 2010 and up 44.0% as compared to the second quarter of 2009, primarily due to the revenue recognized from the agreements signed with Samsung during the first quarter of 2010.  Revenue for the six months ended June 30, 2010 was $200.7 million, up 269.5% over the same period of last year, also due to the agreements signed with Samsung during the first quarter of 2010.

“This quarter showcased great progress in our diversification strategy with the GE Lighting license agreement,” said Harold Hughes, president and chief executive officer at Rambus.  “We also saw solid patent and solutions license revenues driven by strong worldwide sales of computers, consumer electronics and game consoles.”

Total operating costs and expenses for the second quarter of 2010 were $45.5 million, which included a $10.3 million gain related to the Samsung settlement, $7.9 million of stock-based compensation expenses and $1.6 million for previous stock-based compensation restatement and related legal expenses.  This is compared to total operating costs and expenses (recoveries) for the first quarter of 2010 which included a recovery of $40.3 million, comprised of a $95.9 million gain related to the Samsung settlement, $7.8 million of stock-based compensation expenses and $0.5 million for previous stock-based compensation restatement and related legal expenses. General litigation expenses for the second quarter were $5.2 million, a decrease of $1.8 million from the first quarter of 2010.

Total operating costs and expenses in the second quarter of last year were $49.3 million, which included $7.9 million of stock-based compensation expenses and a net recovery of $0.4 million of previous stock-based compensation restatement and related legal expenses as a result of reimbursements from insurance carriers.  General litigation expenses in the second quarter of 2010 decreased $9.8 million from the second quarter of 2009.

Total operating costs and expenses for the six months ended June 30, 2010 were $5.2 million, which included a $106.2 million gain related to the Samsung settlement, $15.8 million of stock-based compensation expenses and $2.2 million for previous stock-based compensation restatement and related legal expenses.  This is compared to total operating costs and expenses of $92.8 million for the same period of 2009, which included $16.3 million of stock-based compensation expenses and a net recovery of $14.1 million of previous stock-based compensation restatement and related legal expenses. General litigation expenses for the six months ended June 30, 2010 were $12.2 million, a decrease of $20.8 million from the same period in 2009.

Interest and other expense, net, for the second quarter of 2010 was $3.4 million as compared to $5.6 million in the first quarter of 2010 and $1.6 million in the second quarter of 2009.  Interest and other expense, net, for the six months ended June 30, 2010 was $9.0 million as compared to $2.9 million for the same period of 2009.

During the quarter ended June 30, 2010, the Company paid withholding taxes of $4.1 million. The Company recorded a provision for income taxes of $2.4 million for the second quarter of 2010, which is primarily comprised of the withholding taxes offset by a reduction of alternative minimum taxes.  As the Company continues to maintain a valuation allowance against its U.S. deferred tax assets, the Company’s tax provision is based on its anticipated cash tax payments related to the quarter.  By comparison, the Company recorded a provision for income taxes of $45.7 million for the quarter ended March 31, 2010 and a provision for income taxes of $25 thousand for the quarter ended June 30, 2009.

During the six months ended June 30, 2010, the Company paid withholding taxes of $46.8 million. The Company recorded a provision for income taxes of $48.1 million for the six months ended June 30, 2010, which is primarily comprised of the withholding taxes and alternative minimum taxes.  By comparison, the Company recorded a provision for income taxes of $18 thousand for the six months ended June 30, 2009.

Net loss for the second quarter of 2010 was $12.5 million as compared to a net income of $150.9 million in the first quarter of 2010 and a net loss of $24.0 million in the second quarter of 2009. Diluted net loss per share for the second quarter of 2010 was $0.11 as compared to a net income per share of $1.28 in the first quarter of 2010 and a net loss per share of $0.23 for the second quarter of 2009.

Net income for the six months ended June 30, 2010 was $138.4 million as compared to a net loss of $41.4 million for the same period of 2009. Diluted net income per share for the six months ended June 30, 2010 was $1.18 as compared to a net loss per share of $0.40 for the same period of 2009.

Cash, cash equivalents, and marketable securities as of June 30, 2010 were $597.6 million, a decrease of approximately $71.1 million from March 31, 2010.  During the second quarter of 2010, the Company repurchased shares of its common stock having an aggregate value of $68.8 million; additionally $4.6 million was used in the acquisition of businesses and intellectual property.

The conference call discussing 2010 second quarter results will be webcast live via the Rambus Investor Relations website (http://investor.rambus.com) at 2:00 p.m. Pacific Time today.  A replay will be available following the call on Rambus’ Investor Relations website and for one week at the following numbers: (888) 203-1112 (domestic) or (719) 457-0820 (international) with ID# 86009440.

About Rambus Inc.

Rambus is one of the world’s premier technology licensing companies. Founded in 1990, the Company specializes in the invention and design of architectures focused on enhancing the end-user experience of computing, communications and consumer electronics applications.Additional information is available at www.rambus.com.

RMBSFN

Contacts:

Linda Ashmore

Public Relations

Rambus Inc.

(650) 947-5411

lashmore@rambus.com

Nicole Noutsios

Investor Relations

Rambus Inc.

(650) 947-5050

nnoutsios@rambus.com

Press Release Financials	Rambus
	4440 El Camino Real
	Los Altos, CA  94022

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	June 30, 2010		December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	334,536	$	289,073
Marketable securities		263,073		171,120
Accounts receivable		244		949
Prepaids and other current assets		10,417		8,700
Deferred taxes		654		129
Total current assets		608,924		469,971
Restricted cash		664		639
Deferred taxes, long-term		1,558		2,034
Intangible assets, net		25,153		21,660
Property and equipment, net		39,016		38,966
Goodwill		15,554		15,554
Other assets		6,512		7,045
Total assets	$	697,381	$	555,869
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,433	$	8,972
Accrued salaries and benefits		18,926		6,435
Accrued litigation expenses		3,032		5,147
Non-cash obligation for construction in progress		25,900		25,100
Other accrued liabilities		6,890		4,506
Convertible notes		—		136,032
Total current liabilities		64,181		186,192
Long-term liabilities:
Convertible notes		116,184		112,012
Other long-term liabilities		2,974		2,338
Total long-term liabilities		119,158		114,350
Contingently redeemable common stock		113,500		—
Total stockholders’ equity		400,542		255,327
Total liabilities and stockholders’ equity	$	697,381	$	555,869

Press Release Financials	Rambus
	4440 El Camino Real
	Los Altos, CA  94022

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Revenue:
Royalties	$	38,192		$	24,759		$	198,734		$	50,928
Contract revenue		670			2,224			1,992			3,389
Total revenue		38,862			26,983			200,726			54,317
Operating costs and expenses:
Cost of revenue (1)		1,804			1,438			3,658			3,621
Research and development (1)		22,985			15,713			44,676			33,550
Marketing, general and administrative (1)		29,408			32,563			60,935			69,719
Costs (recoveries) of restatement and related legal activities		1,638			(429	)		2,164			(14,068	)
Gain from settlement		(10,300	)		—			(106,200	)		—
Total operating costs and expenses		45,535			49,285			5,233			92,822
Operating income (loss)		(6,673	)		(22,302	)		195,493			(38,505	)
Interest and other income, net		316			1,173			741			2,613
Interest expense		(3,740	)		(2,817	)		(9,756	)		(5,487	)
Interest and other expense, net		(3,424	)		(1,644	)		(9,015	)		(2,874	)
Income (loss) before income taxes		(10,097	)		(23,946	)		186,478			(41,379	)
Provision for income taxes		2,393			25			48,069			18
Net income (loss)	$	(12,490	)	$	(23,971	)	$	138,409		$	(41,397	)
Net income (loss) per share:
Basic	$	(0.11	)	$	(0.23	)	$	1.22		$	(0.40	)
Diluted	$	(0.11	)	$	(0.23	)	$	1.18		$	(0.40	)
Weighted average shares used in per share calculation
Basic		113,321			104,675			113,227			104,536
Diluted		113,321			104,675			117,434			104,536

_________

(1) Total stock-based compensation expense for the three and six month periods ended June 30, 2010 and June 30, 2009 are presented as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Cost of revenue	$	29	$	233	$	129	$	623
Research and development	$	2,703	$	2,214	$	5,272	$	4,954
Marketing, general and administrative	$	5,199	$	5,403	$	10,364	$	10,692