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): June 7, 2007
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 CA 94022
(Address of principal executive offices) (Zip Code)
Registrant’s 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)) |
| Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 7, 2007, the Board of Directors of Rambus Inc. (“Rambus”) approved a technical amendment to the Amended and Restated Bylaws of Rambus (the “Bylaws”). Section 3.12 of the Bylaws was amended to conform to the Delaware General Corporation Law to clarify that electronic transmission of consents by Directors are permitted under the Bylaws. A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Amendment No. 2 to the Bylaws of Rambus Inc., dated June 7, 2007. |
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 12, 2007 | Rambus Inc. | |||||
| /s/ Satish Rishi |
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| Satish Rishi, Senior Vice President, Finance and Chief Financial Officer |
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Exhibit Index
| Exhibit |
Exhibit Title | |
| 3.1 |
Amendment No. 2 to the Bylaws of Rambus Inc., dated June 7, 2007. |