UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
Rambus Inc.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Common Stock, $0.001 Par Value
(Title of Class of Securities)
750917106
(CUSIP Number of Class of Securities)
(Underlying Options to Purchase Common Stock)
Harold Hughes
Chief Executive Officer
Rambus Inc.
4440 El Camino Real
Los Altos, California 94022
(650) 947-5000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
| Thomas R. Lavelle Senior Vice President and General Counsel Rambus Inc. 4440 El Camino Real Los Altos, California 94022 (650) 947-5000 |
Aaron J. Alter Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 |
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $84,703,011.96 | $2,600.38 |
| * | Estimated solely for the purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all options to purchase the Issuer’s common stock that are eligible for the offer will be tendered pursuant to this offer. These options have an aggregate value of $84,703,011.96 calculated based on the average of the high and low prices of the Company’s common stock as reported on The NASDAQ Global Select Market on October 15, 2007. |
| ** | The Amount of Filing Fee calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of the value of the transaction. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing fee is a final amendment reporting the results of the tender offer: ¨
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to an offer (the “Offer”) by Rambus Inc., a Delaware corporation (“Rambus” or the “Company”), to amend certain outstanding options as set forth under the Offer to Amend Certain Options dated October 18, 2007 (the “Offer to Amend”), which is filed as Exhibit (a)(1)(A) hereto and incorporated herein by reference.
This Offer is being made upon the terms and subject to the conditions set forth in the Offer to Amend, which, as may be amended or supplemented from time to time, constitutes the Offer, and which is filed as Exhibit (a)(1)(A) hereto. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended.
| Item 1. | Summary Term Sheet. |
The information set forth under “Summary Term Sheet and Questions and Answers” in the Offer to Amend is incorporated herein by reference.
| Item 2. | Subject Company Information. |
| (a) | Name and address. |
The name of the issuer is Rambus Inc., a company organized under the laws of the State of Delaware, and the address of its principal executive office is 4440 El Camino Real Los Altos, California 94022. Rambus’ telephone number is (650) 947-5000. The information set forth in the Offer to Amend under Section 10, “Information concerning the Company,” is incorporated herein by reference.
| (b) | Securities. |
This Tender Offer Statement on Schedule TO relates to an offer by Rambus to holders of certain outstanding options to purchase its common stock granted under the Company’s 1997 Stock Plan and 1999 Nonstatutory Stock Plan (the “Stock Plans”), to amend certain of their outstanding options to purchase the Company’s common stock as set forth in the Offer to Amend and upon the terms and subject to the conditions described in (i) the Offer to Amend attached hereto as Exhibit (a)(1)(A), (ii) the communication to all eligible employees from Harold Hughes, dated October 18, 2007, attached hereto as Exhibit (a)(1)(B) and (iii) the election form attached hereto as Exhibit (a)(1)(C).
As of October 12, 2007, there were options to purchase 4,045,034 shares of the Company’s common stock outstanding and eligible to participate in this Offer.
| (c) | Trading market and price. |
The information with respect to the Company’s common stock set forth in the Offer to Amend under Section 8, “Price range of shares underlying the options,” is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
| (a) | Name and address. |
The filing person is the issuer. The information set forth under Item 2(a) above is incorporated herein by reference.
Pursuant to General Instruction C to Schedule TO, the information set forth on Schedule A to the Offer to Amend is incorporated herein by reference.
| Item 4. | Terms of the Transaction. |
| (a) | Material terms. |
The information set forth in the Offer to Amend under “Summary Term Sheet and Questions and Answers,” “Eligibility” (Section 1), “Number of options and amount of consideration; expiration date” (Section 2), “Procedures for electing to participate in this offer” (Section 4), “Election not to participate and change of election” (Section 5), “Acceptance of options for amendment and amended options” (Section 6), “Conditions of the offer” (Section 7), “Source and amount of consideration; terms of amended options” (Section 9), “Status of options amended by us in the offer; accounting consequences of the offer” (Section 12), “Legal matters; regulatory approvals” (Section 13), “Material United States federal income tax consequences” (Section 14), and “Extension of offer; termination; amendment” (Section 15), is incorporated herein by reference.
| (b) | Purchases. |
None of our executive officers and none of our non-employee directors are eligible to participate in this offer other than Laura Stark, our Senior Vice President, Platform Solutions, and Kevin Donnelly, our Senior Vice President, Engineering. Ms. Stark and Mr. Donnelly are eligible to participate in this offer because they were not executive officers of Rambus as of the respective grant dates of the tainted options they hold. The information set forth in the Offer to Amend under Section 11, “Interests of directors and executive officers; transactions and arrangements concerning the options,” is incorporated herein by reference.
| Item 5. | Past Contracts, Transactions, Negotiations and Arrangements. |
| (e) | Agreements involving the subject company’s securities. |
The information set forth in the Offer to Amend under Section 9, “Source and amount of consideration; terms of amended options,” and Section 11, “Interests of directors and executive officers; transactions and arrangements concerning the options,” is incorporated herein by reference. The eligible option plans and related option agreements are incorporated herein by reference as Exhibits (d)(1) through (d)(3) and contain information regarding the subject securities.
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
| (a) | Purposes. |
The information set forth in the Offer to Amend under “Summary Term Sheet and Questions and Answers” and Section 3, “Purpose of the offer” is incorporated herein by reference.
| (b) | Uses of securities acquired. |
The information set forth in the Offer to Amend under Section 6, “Acceptance of options for amendment and amended options,” and Section 12, “Status of options amended by us in the offer; accounting consequences of the offer,” is incorporated herein by reference.
| (c) | Plans. |
The information set forth in the Offer to Amend under Section 3, “Purpose of the offer,” is incorporated herein by reference.
| Item 7. | Source and Amount of Funds or Other Consideration. |
| (a) | Sources of funds. |
The information set forth in the Offer to Amend under Section 9, “Source and amount of consideration; terms of amended options,” and Section 16, “Fees and expenses,” is incorporated herein by reference.
| (b) | Conditions. |
The information set forth in the Offer to Amend under Section 7, “Conditions of the offer,” is incorporated herein by reference.
| (d) | Borrowed funds. |
Not applicable.
| Item 8. | Interest in Securities of the Subject Company. |
| (a) | Securities ownership. |
The information set forth in the Offer to Amend under Section 11, “Interests of directors and executive officers; transactions and arrangements concerning the options,” is incorporated herein by reference.
| (b) | Securities transactions. |
The information set forth in the Offer to Amend under Section 11, “Interests of directors and executive officers; transactions and arrangements concerning the options,” is incorporated herein by reference.
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
| (a) | Solicitations or recommendations. |
Not applicable.
| Item 10. | Financial Statements. |
| (a) | Financial information. |
The information set forth in the Offer to Amend under Section 10, “Information concerning the Company,” and under Section 18, “Financial statements,” is incorporated herein by reference.
| (b) | Pro forma information. |
Not applicable.
| Item 11. | Additional Information. |
| (a) | Agreements, regulatory requirements and legal proceedings. |
The information set forth in the Offer to Amend under Section 11, “Interests of directors and executive officers; transactions and arrangements concerning the options,” and Section 13, “Legal matters; regulatory approvals,” is incorporated herein by reference.
| (b) | Other material information. |
Not applicable.
| Item 12. | Exhibits. |
The Index to Exhibits attached to this Schedule TO is incorporated herein by reference.
| Item 13. | Information Required by Schedule 13e-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| RAMBUS INC. |
| /s/ Satish Rishi |
| Satish Rishi |
| Senior Vice President, Finance and Chief Financial Officer |
Date: October 18, 2007
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| (a)(1)(A) | Offer to Amend Certain Options, dated October 18, 2007 | |
| (a)(1)(B) | Communication to all eligible employees from Harold Hughes, dated October 18, 2007 | |
| (a)(1)(C) | Election form (for use by facsimile) | |
| (a)(1)(D) | Form of confirmation e-mail | |
| (a)(1)(E) | Forms of reminder e-mails to employees | |
| (a)(1)(F) | Form of final election confirmation statement | |
| (a)(1)(G) | Screen shots of offer website at https://rmbs.equitybenefits.com | |
| (b) | Not applicable | |
| (d)(1) | 1997 Stock Plan (as amended and restated as of April 4, 2007) (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K, filed on September 14, 2007) | |
| (d)(2) | Form of Stock Option Agreement under 1997 Stock Plan (incorporated herein by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed on July 29, 2003) | |
| (d)(3) | 1999 Nonstatutory Stock Option Plan (as amended and restated as of April 4, 2007) and form of Stock Option Agreement thereunder (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K, filed on September 14, 2007) | |
| (g) | Not applicable | |
| (h) | Not applicable | |