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)
September 19, 2016
Rambus Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-22339
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94-3112828
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I. R. S. Employer
Identification No.)
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1050 Enterprise Way, Suite 700, Sunnyvale, California 94089
(Address of principal executive offices, including ZIP code)
(408) 462-8000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c)
On
September 19, 2016, Rambus Inc. (the “Company”) announced that Rahul Mathur has accepted the offer to join the Company as its Senior Vice President, Chief Financial Officer. Mr. Mathur is planning to commence employment on October 3, 2016.
Mr. Mathur will replace Martin Pilling, who has been serving as interim Chief Financial Officer since August 5, 2016. As Chief Financial Officer, Mr. Mathur will serve as the Company’s principal financial officer and principal accounting
officer, subject to formal approvals. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Mathur, 42, has served as senior vice president of finance at Cypress Semiconductor Corp., a provider of embedded memory, microcontroller, and analog
semiconductor system solutions, since March 2015, where he is responsible for financial planning and investor relations. From August 2012 to March 2015, Mr. Mathur served as vice president of finance at Spansion, Inc. (later acquired by Cypress
Semiconductor Corp.). Mr. Mathur served as vice president of finance at Picaboo Corporation from January 2012 to August 2012 and vice president of finance at CDNetworks Inc. from January 2011 to December 2011. Prior to January 2011, Mr. Mathur
held senior finance positions at Telesis Technologies, Inc., NetSuite Inc. and KLA-Tencor Corporation. Mr. Mathur holds a Bachelor of Arts in applied mathematics from Dartmouth College and an MBA from the Wharton School of Business at the
University of Pennsylvania.
There are no family relationships between Mr. Mathur and any of our directors or executive officers and there are no
arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. There are no related party transactions between Mr. Mathur and the Company.
(e)
Pursuant to Mr. Mathur’s offer letter, Mr. Mathur
will receive an annual salary of $330,000 and will be eligible to participate in the Company’s 2016 Corporate Incentive Plan (“2016 CIP”), under which he will have a 2016 CIP target of $270,000, with payout based on an assessment of
his performance and the performance of his division, business unit or other area of responsibility. In addition, Mr. Mathur will receive a $50,000 hiring bonus. Mr. Mathur will be granted an option to purchase 60,000 shares of common stock of the
Company. 10% of the shares subject to the option will vest six months from the date of grant, and the remaining shares will vest monthly thereafter until fully vested four years from the date of grant. Mr. Mathur will also be granted 80,000
restricted stock units which will vest annually over four years.
The foregoing description of Mr. Mathur’s offer letter is a summary and is
qualified in its entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The Company
plans to enter into its standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on March 6, 1997, and
its standard form of change of control severance agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Form 8-K that was filed with the Securities and Exchange Commission on March 9, 2015, with Mr. Mathur.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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10.1
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Offer Letter between the Rambus Inc. and Rahul Mathur, dated September 16, 2016
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99.1
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Press Release of Rambus Inc., issued on September 19, 2016
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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.
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Date: September 21, 2016
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Rambus Inc.
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/s/ Jae Kim
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Jae Kim, Senior Vice President and General Counsel
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Exhibit Index
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Exhibit
Number
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Exhibit Title
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10.1
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Offer Letter between the Rambus Inc. and Rahul Mathur, dated September 16, 2016
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99.1
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Press Release of Rambus Inc., issued on September 19, 2016
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Exhibit 10.1
Rambus lnc.
1050 Enterprise
Way, Suite 700
Sunnyvale, CA 94089
408-462-8000
rambus.com
September 9, 2016
Rahul Mathur
Dear Rahul:
We are pleased to offer you a position with Rambus or one of its affiliates or subsidiaries (the “Company” or “Rambus”) as a
SVP, Chief
Financial Officer.
This letter will confirm the terms of your employment with the Company as follows:
Your starting base salary will be $13,750.00
semi-monthly, which over a full year would equal
$330,000.00.
You will also have a target bonus of
$270,000.00
annually so long as you are an employee with the Company on the bonus payout date (as stated in the Corporate Incentive
Plan). You will be classified as an exempt employee, reporting to Ronald Black. You will be eligible for Rambus’ standard benefits package including insurance and flex time-off.
You will also receive a hiring bonus of
$50,000.00.
This will be payable within 30 days of your start date. If you should voluntarily terminate
employment with Rambus for any reason within one year of your date of hire, you will be required to repay a pro-rated portion of the amount received.
Rambus will grant an option to you to purchase
60,000
shares of Rambus common stock. The option grant will be made after the grant approval process is
completed on the first business day of the first full month after your first day of employment at Rambus. The option will vest as follows: 10% of the option granted will vest six months from the date of grant; thereafter the option will vest monthly
until fully vested four years from the date of grant. This is a standard vesting schedule.
Additionally, you will be granted
80,000
Restricted
Stock Units (“RSUs”) after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus. The RSUs will vest as follows: 25% of the RSUs will vest twelve months from
the date of grant, and the remaining RSUs will vest at 25% every twelve months for the following three years. The actual vesting schedule will be included when you receive your grant paperwork.
You will also be eligible to participate in the upcoming annual compensation cycle in January for an effective date of February. At that time you would be
eligible for equity grant which typically consists of options, RSUs and performance units.
As part of your on boarding documents you will receive a copy
of our Employment, Confidential Information and Invention Assignment Agreement. This document assigns rights to all inventions to Rambus and requires you to keep confidential all matters regarding Rambus technology and business relationships until
Rambus has made such information public. Please read, sign, and return this agreement on your first day of work.
You will also receive a copy of our Insider Trading Policy and Code of Business Conduct and Ethics. Please
review, sign the acknowledgment form, and return on your first day of work.
For purposes of federal immigration law, you will be required to provide to
Rambus documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of hire, or your employment may be terminated. Please bring the
appropriate documents on your first day of employment.
If you choose to accept this offer, your employment with Rambus will be voluntarily entered into
and will be for no specified period. As a result, you will be an “at-will” employee and will be free to resign at any time, for any reason or for no reason, as you deem appropriate. Rambus will have a similar right and may conclude its
employment relationship with you at any time, with or without cause or reason.
You may accept this offer by electronically signing below and entering
your start date. We will expect a reply from you no later than
September 16, 2016
, after which this offer will be closed. Please retain the extra copy of this letter for your personal records.
This offer is contingent upon the satisfactory background verification of criminal, education, employment and reference check(s).
Rahul, I know you can do a great job for us. I believe Rambus is an excellent company that can provide you with a continuing challenge and opportunity for
personal growth.
We all hope you decide to join us.
Sincerely,
Ronald Black
CEO
Rambus Inc.
I have read and accept the above:
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/s/ Rahul Mathur
Signature
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9/16/16
Date Signed
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10/3/16
Start Date
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Exhibit 99.1
NEWS RELEASE
Rambus Announces New Chief Financial Officer
Rahul Mathur brings over 20 years of financial experience to management team
SUNNYVALE, Calif.
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September 19, 2016
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Rambus Inc.
(NASDAQ:RMBS) today announced that Mr. Rahul Mathur has accepted
the position of senior vice president and chief financial officer. Mr. Mathur will be responsible for the overall financial direction of the company and will report to president and chief executive officer Dr. Ron Black.
Prior to joining Rambus, Mr. Mathur served as senior vice president of finance at Cypress Semiconductor where he was responsible for financial planning and
investor relations for the $2.1B provider of embedded memory, microcontroller, and analog semiconductor system solutions. Prior to that, Rahul served as vice president of finance at Spansion (later acquired by Cypress). Rahul has
previously worked at numerous technology companies such as NetSuite and KLA-Tencor, and started his career as a consultant with Arthur Andersen.
“Rahul brings to Rambus extensive experience of managing assets and highlighting market relevance which will help the public markets better understand
and appreciate the value we bring to our customers and target areas,” said Dr. Black. “As we focus on the data center and mobile edge markets, we believe we are on the cusp of great opportunity and Rahul is right person to help us achieve
our revenue and growth goals.”
Mr. Mathur holds a Bachelor of Arts in applied mathematics from Dartmouth College and an MBA from the Wharton School
of Business at the University of Pennsylvania.
About Rambus Inc.
Rambus creates innovative hardware and software technologies, driving advancements from the data center to the mobile edge. Our chips, customizable IP cores,
architecture licenses, tools, services, software, training and innovations improve the competitive advantage of our customers. We collaborate with the industry, partnering with leading ASIC and SoC designers, foundries, IP developers, EDA companies
and validation labs. Our products are integrated into tens of billions of devices and systems, powering and securing diverse applications, including Big Data, Internet of Things (IoT), mobile, consumer and media platforms. At Rambus, we are makers
of better. For more information, visit
rambus.com
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RMBSFN
Press contacts:
Racepoint Global
Hilary Costa
(415) 694-6705
hcosta@racepointglobal.com
