Form 8-K



Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 7, 2006



Rambus Inc.

(Exact name of registrant as specified in its charter)



Delaware   000-22339   94-3112828

(State or other jurisdiction of


  (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



(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(b) – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


On February 7, 2006, Rambus Inc. (“Rambus”) announced that Robert Eulau, Rambus’ Senior Vice President, Finance and Chief Financial Officer, will resign from Rambus effective March 2, 2006. Harold Hughes, Chief Executive Officer and President of Rambus, will serve as the interim Chief Financial Officer.


Rambus’ February 7, 2006 press release regarding the matter set forth above is included as Exhibit 99.1.


Section 9 – Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


(c) Exhibits


99.1    Press Release dated February 7, 2006.



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.


Date: February 7, 2006   Rambus Inc.

/s/ John Danforth

    John Danforth, Senior Vice President
and General Counsel

Exhibit Index




Exhibit Title

99.1    Press release dated February 7, 2006.