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

August 4, 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 2.01 Completion of Acquisition or Disposition of Assets.

On August 4, 2016, pursuant to the terms of the previously announced Asset Purchase Agreement, dated as of June 29, 2016 (the “Asset Purchase Agreement”), by and between Rambus Inc. and an affiliated entity (“Rambus”) and Inphi Corporation and an affiliated entity (the “Sellers”), Rambus completed the acquisition of 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, a copy of which was filed as Exhibit 10.1 to Rambus’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on July 22, 2016 and incorporated herein by reference.

Item 8.01 Other Events.

On August 4, 2016, Rambus Inc. issued a press release announcing the completion of the acquisition of assets of Sellers’ Memory Buffer and Memory Register product lines. 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 August 4, 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: August 4, 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 August 4, 2016.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Rambus Completes Acquisition of Inphi Memory Interconnect Business

SUNNYVALE, Calif. – August 4, 2016 – Rambus Inc. (NASDAQ:RMBS) today announced it has successfully completed the acquisition of all the assets of Inphi Memory Interconnect Business, including product inventory, customer contracts, supply chain agreements, and intellectual property. The closing purchase price for Inphi Memory Interconnect Business was $90 million in cash.

Rambus announced this acquisition in June to strengthen its market position for memory buffer chip products and execute on programs that meet the needs of the server, networking and data center market. With this acquisition, Rambus remains committed to deliver on existing customer contracts and continue the development of next-generation memory types.

To learn more about Rambus and the Memory and Interfaces division, visit rambus.com/memory-and-interfaces.

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.

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, software, 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 strengthen the Rambus product offerings.

^© Rambus Inc.

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.