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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

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

 

January 26, 2005

Date of Report (date of earliest event reported)

 

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Rambus Inc.

(Exact name of Registrant as specified in charter)

 

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Delaware		000-22339		94-3112828
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

 

4440 El Camino Real, Los Altos CA 94022

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (650) 947-5000

 

N/A

(Former name or former address, if changed since last report)

 

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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))

 

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Section 8 – Other Events

 

Item 8.01 Other Events

 

On January 27, 2005, Rambus Inc. (the “Registrant”) issued a press release announcing the pricing of the Registrant’s offering of $300 million aggregate principal amount of its zero coupon convertible senior notes due February 1, 2010. A copy of the press release is attached as Exhibit 99.1 and is hereby incorporated by reference in its entirety.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(c)

Exhibits

 

99.1

Press Release of Rambus Inc., issued on January 27, 2005

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Signature

 

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.

 

Dated: January 27, 2005		Rambus Inc.
		/s/ Robert K. Eulau
		Robert K. Eulau, Senior Vice President, Finance and Chief Financial Officer

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Exhibit Index

 

Exhibit Number		Exhibit Title
99.1		Press release of Rambus Inc., issued on January 27, 2005.