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): October 11, 2006
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)
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 5 Corporate Governance and Management
Item 5.02(d) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On October 11, 2006, the Board of Directors of Rambus Inc. (the Registrant) appointed David Shrigley to the Board of Directors (the Board) of the Registrant as a Class II director, effective October 11, 2006. Mr. Shrigley was also appointed to the Compensation Committee of the Registrant. Pursuant to the Registrants standard compensation policy for non-employee directors, Mr. Shrigley received a nonstatutory stock option to purchase 40,000 shares of the Registrants Common Stock and will receive an annual retainer of $25,000 paid in quarterly installments. He also entered into the Registrants standard indemnification agreement.
Mr. Shrigley was a General Partner of the venture capital firm Sevin Rosen Funds from 1999 to 2005. He was Executive Vice President, Marketing Sales and Service at Bay Networks from 1996 to 1998 and remained after Bays acquisition by Nortel Networks, departing in 1999. Mr. Shrigley served at Intel Corporation from 1978 to 1996 and held numerous sales, marketing and general management positions including Vice President and General Manager of Asia Pacific Sales and Marketing Operations and Vice President and General Manager of Corporate Marketing. Mr. Shrigley holds a B.S. from Franklin University. Mr. Shrigley also serves on the board of SPI Lasers plc.
Section 8 Other Events
Item 8.01 Other Events.
After giving effect to Mr. Shrigleys appointment, the composition of the Registrants Board committees as of October 11, 2006 is as follows:
Audit Committee: J. Thomas Bentley (Chair), Sunlin Chou and Abraham D. Sofaer
Compensation Committee: Penelope A. Herscher (Chair), Bruce Dunlevie and David Shrigley
Corporate Governance/Nominating Committee: Kevin Kennedy (Chair), Sunlin Chou and Bruce Dunlevie
Legal Affairs Committee: Abraham D. Sofaer (Chair), J. Thomas Bentley and Kevin Kennedy
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press Release dated October 13, 2006. |
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: October 13, 2006 | Rambus Inc. | |
/s/ Satish Rishi | ||
Satish Rishi, Senior Vice President, Finance and Chief Financial Officer |
Exhibit Index
Exhibit Number |
Exhibit Title | |
99.1 | Press release dated October 13, 2006. |