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
January 18, 2005
Date of Report (date of earliest event reported)
Rambus Inc.
(Exact name of Registrant as specified in 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 CA 94022
(Address of principal executive offices)
Registrants telephone number, including area code: (650) 947-5000
N/A
(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)) |
Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On January 18, 2005, Rambus Inc. (the Registrant) issued a press release announcing results for the quarter ended December 31, 2004. 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.
Section 3 Securities and Trading Markets
Item 3.01(b) Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 18, 2005, the Registrant received a letter from Nasdaq confirming that, as a result of Registrants appointment of Mr. Hughes as Registrants Chief Executive Officer, the Registrants Audit Committee (on which Mr. Hughes served as the Registrants audit committee financial expert) was no longer in compliance with Nasdaqs audit committee requirements set forth in Marketplace Rule 4350. The Registrant had previously disclosed this non-compliance with Marketplace Rule 4350 in its filing on Form 8-K with the SEC on January 13, 2005 in which Mr. Hughes appointment was disclosed. Pursuant to Marketplace Rule 4350(d)(4), the Registrant intends to cure such non-compliance by its 2005 annual stockholders meeting.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) | Exhibits |
99.1 | Press Release dated January 18, 2005 |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 18, 2005 | Rambus Inc. | |
/s/ Robert K. Eulau | ||
Robert K. Eulau, Senior Vice President, Finance and Chief Financial Officer |
Exhibit Index
Exhibit Number |
Exhibit Title | |
99.1 | Press release dated January 18, 2005. |