RAMBUS INC — Interim / Quarterly Report 2013

Jan 13, 2014

10-Q/A 1 a14-3375_110qa.htm 10-Q/A

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 10-Q/A*

*Amendment No. 1*

*(Mark One)*

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*For the quarterly period ended June 30, 2013*

*OR*

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

*For the transition period from to*

*Commission File Number: 000-22339*

*RAMBUS INC.*

(Exact name of registrant as specified in its charter)

Delaware	94-3112828
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

*1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089*

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (408) 462-8000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares outstanding of the registrant’s Common Stock, par value $.001 per share, was 112,460,439 as of June 30, 2013.

SEQ.=1,FOLIO='',FILE='C:\JMS\107996\14-3375-1\task6443594\3375-1-ba.htm',USER='107996',CD='Jan 11 08:35 2014'

*EXPLANATORY NOTE*

This Amendment No. 1 (“Amendment”) is being filed in connection with the Confidential Treatment Request filed concurrently with the Quarterly Report (“Quarterly Report”) on Form 10-Q for the quarter ended June 30, 2013. This Amendment is being filed solely to delete previous Exhibit 10.1 in its entirety and to replace it with Exhibit 10.1 filed herewith, to include certain Exhibits to the Settlement Agreement, dated June 11, 2013, among Registrant, SK hynix Inc. and certain SK hynix Inc. affiliates.

Except as set forth in this Amendment, all other information in the Quarterly Report and any Exhibits thereto remain in effect and unchanged. No revisions have been made to the Registrant’s financial statements or any other disclosure contained in the Quarterly Report.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\107996\14-3375-1\task6443594\3375-1-bc.htm',USER='107996',CD='Jan 11 08:36 2014'

*SIGNATURE*

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 thereunto duly authorized.

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

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\107996\14-3375-1\task6443594\3375-1-ge.htm',USER='107996',CD='Jan 11 08:38 2014'

*INDEX TO EXHIBITS*

Exhibit
Number	Description of Document
10.1*	Settlement Agreement, dated June 11, 2013, among Registrant, SK Hynix and certain SK Hynix affiliates.
10.2(1)*	Semiconductor Patent License Agreement, dated June 11, 2013, between Registrant and SK Hynix.
31.1	Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*Confidential treatment has been requested with respect to certain portions of this exhibit. These portions have been omitted and submitted separately to the Securities and Exchange Commission.
(1) Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on July 29, 2013.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\107996\14-3375-1\task6443594\3375-1-gg.htm',USER='107996',CD='Jan 11 08:52 2014'