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

June 29, 2016

Date of Report (Date of earliest event reported)

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, including 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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 29, 2016, Rambus Inc. and an affiliated entity (“Rambus”) entered into a definitive agreement (the “Asset Purchase Agreement”) with Inphi Corporation and an affiliated entity (the “Sellers”) to acquire the assets of the Sellers’ Memory Buffer and Memory Register product lines for $90 million in cash. $11.25 million of the consideration will be placed in escrow to fund indemnification obligations for a period of 12 months following the closing.

The Asset Purchase Agreement includes certain customary representations, warranties and covenants on the part of the Sellers and Rambus. The Asset Purchase Agreement also includes various other provisions customary for transactions of this nature, including indemnification provisions. The foregoing is a summary of the material provisions of the Asset Purchase Agreement. This summary is not intended to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, which Rambus Inc. will file with the Securities and Exchange Commission as an exhibit to the applicable periodic report.

Item 8.01 Other Events

On June 30, 2016, Rambus Inc. issued a press release announcing that it entered into the Asset Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is 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.

(d) Exhibits.

99.1 Press Release of Rambus Inc., issued on June 30, 2016.

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: June 30, 2016	Rambus Inc.
	/s/ Jae Kim
	Jae Kim, Senior Vice President and General Counsel

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press Release of Rambus Inc., issued on June 30, 2016.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Rambus to Acquire Memory Interconnect Business from Inphi

Combination creates strong market position for memory chipset business

SUNNYVALE, Calif. – June 30, 2016 – Rambus Inc. (NASDAQ:RMBS) today announced it has signed a definitive agreement to purchase the Memory Interconnect Business from Inphi Corporation (NYSE:IPHI) for $90M in cash. The acquisition includes all assets of the Inphi Memory Interconnect Business including product inventory, customer contracts, supply chain agreements and intellectual property. The combined business further strengthens Rambus’ market position for memory buffer chip products and amplifies execution for future memory programs to meet the needs of the server, networking and data center market.

“We are constantly evaluating ways to build upon our solid foundation and grow our businesses in order to better meet the needs of today’s market dynamics,” said Dr. Ron Black, president and chief executive officer at Rambus. “By combining our buffer chip team with the Memory Interconnect Business of Inphi, we are able to instantly gain a strong market position and be well situated for future growth. This acquisition brings existing product revenue, proven technology, and faster time-to-market with a best-in-class memory technologies portfolio.”

Inphi is a leading provider of high-speed analog and mixed-signal semiconductor solutions, having created solutions that accelerate the movement of data across of wide variety of applications in the server, data center and computing markets. The combination of Inphi products and Rambus server DIMM chipset offerings will provide fast, efficient solutions and expand the Rambus product offerings.

This acquisition remains subject to customary closing conditions and is expected to close during the third quarter of 2016. These acquired technologies will be part of the Rambus Memory and Interfaces Division. To learn more about Rambus and the Memory and Interfaces division, visit rambus.com/memory-and-interfaces.

Conference Call

Rambus management will host a conference call at 6:00 a.m. PT today to discuss this acquisition. The call will be webcast and available online at investor.rambus.com. A replay will be available following the call as a webcast on the Rambus Investor Relations website and for one week at the following numbers: (855) 859-2056 (domestic) or (404) 537-3406 (international) with ID# 43757903.

Follow Rambus:

Company website: rambus.com

Rambus blog: rambusblog.com

Twitter: @rambusinc

LinkedIn: www.linkedin.com/company/rambus

Facebook: www.facebook.com/RambusInc

About Rambus Memory and Interfaces Division (MID)

The Rambus Memory and Interfaces Division develops products and services that solve the power, performance, and capacity challenges of the mobile, connected device, and cloud computing markets. Rambus enhanced standards-compatible and custom memory and serial link solutions include chips, architectures, memory and chip-to-chip interfaces, DRAM, IP validation tools, and system and IC design services. Developed through our system-aware design methodology, Rambus products deliver improved time-to-market and first-time-right quality.

© Rambus Inc.

About Rambus Inc.

Rambus creates cutting-edge semiconductor and IP products, spanning memory and interfaces to security, smart sensors and lighting. Our chips, customizable IP cores, architecture licenses, tools, services, training and innovations improve the competitive advantage of our customers. We collaborate with the industry, partnering with leading ASIC and SoC designers, foundries, IP developers, EDA companies and validation labs. Our products are integrated into tens of billions of devices and systems, powering and securing diverse applications, including Big Data, Internet of Things (IoT), mobile, consumer and media platforms. At Rambus, we are makers of better. For more information, visit rambus.com.

Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as amended, including statements regarding the potential benefits and incorporation of the acquired technologies into the Rambus Memory and Interfaces division, growth opportunities of the buffer chip market, and the ability to bolster the Rambus product offerings. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change. Actual results may differ materially from the forward-looking statements due to a variety of factors including, but not limited to, risks and uncertainties described from time to time in Rambus’ annual report on Form 10-K, quarterly reports on Forms 10-Q and other periodic filings with the Securities and Exchange Commission. All forward-looking statements are made as of the date of this press release and Rambus does not undertake any obligation to update any forward-looking statements based on new developments or changes in expectations.

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RMBSFN

Press contact:

Racepoint Global

Hilary Costa

(415) 694-6705

hcosta@racepointglobal.com

© Rambus Inc.