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): December 3, 2007

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))



Item 8.01. Other Events.

On December 5, 2007, Rambus Inc. (“Rambus”) issued a press release announcing that Rambus had received a letter from the Staff of the Securities and Exchange Commission (the “SEC”), dated December 3, 2007, stating that the SEC Staff’s informal investigation concerning Rambus’ historical stock option granting practices has been terminated and that no enforcement action has been recommended to the SEC.

A copy of such press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


  99.1 Press Release dated December 5, 2007.



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: December 5, 2007     Rambus Inc.

/s/ Satish Rishi

    Satish Rishi, Senior Vice President, Finance and Chief Financial Officer


Exhibit Index



Exhibit Title

99.1    Press release dated December 5, 2007.