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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

 

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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 13, 2007

 

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Rambus Inc.

(Exact name of registrant as specified in its charter)

 

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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)

 

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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))

 

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 13, 2007, Rambus Inc. (“Rambus”) received a letter from the Board of Directors of the NASDAQ Stock Market LLC (the “Nasdaq Board”) informing Rambus that the Nasdaq Board has determined to stay, pending further review by the Nasdaq Board, an earlier decision issued by the Nasdaq Listing and Hearing Review Council (the “Listing Council”) to suspend Rambus’ common stock from trading on The Nasdaq Global Select Market. Rambus issued a press release on July 13, 2007 disclosing its receipt of this letter from the Nasdaq Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

99.1		Press release dated July 13, 2007.

 

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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 17, 2007		Rambus Inc.
		/s/ Satish Rishi
		Satish Rishi, Senior Vice President, Finance and Chief Financial Officer

 

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Exhibit Index

 

Exhibit Number		Exhibit Title
99.1		Press release dated July 13, 2007.

 

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