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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

 

Date of Report (Date of earliest event reported) May 3, 2005

 

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Rambus Inc.

(Exact name of registrant as specified in its charter)

 

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

 

4440 El Camino Real, Los Altos, California		94022
(Address of principal executive offices)		(Zip Code)

 

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 (see General Instruction A.2 below):

 

¨	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 5 – Corporate Governance and Management

 

Item 5.02(d). Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On May 3, 2005, Rambus Inc. (the “Registrant”) issued a press release announcing that Abraham D. Sofaer is being appointed to the Board of Directors of the Registrant as a Class II director, effective May 4, 2005, to fill the vacancy created by the departure of Dr. William Davidow from the Registrant’s Board of Directors. Mr. Sofaer was also appointed to the Registrant’s Audit Committee and Corporate Governance/Nominating Committee each effective as of May 4, 2005.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

(c)

Exhibits

 

99.1     Press Release dated May 3, 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.

 

Date: May 3, 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 dated May 3, 2005.