8-K

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): July 24, 2008

Rambus Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02 — Results of Operations and Financial Condition.

     On July 24, 2008, Rambus Inc. (“The Company”) issued a press release announcing results for the quarter ended June 30, 2008. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

     The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 — Financial Statements and Exhibits.

     (d) Exhibits.

99.1     Press release dated July 24, 2008.

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.

Date: July 24, 2008	Rambus Inc.
	/s/ Satish Rishi
	Satish Rishi, Senior Vice President, Finance and
	Chief Financial Officer

Exhibit Index

Exhibit
Number	Exhibit Title
99.1	Press release dated July 24, 2008.

EX-99.1

Exhibit 99.1

NEWS RELEASE

RAMBUS REPORTS SECOND QUARTER EARNINGS

Revenue of $35.7 million; loss of $1.38 per share includes a deferred tax asset valuation allowance of $1.25 loss per share

LOS ALTOS, Calif. — July 24, 2008 — Rambus Inc. (NASDAQ:RMBS), one of the world’s premier technology licensing companies specializing in high-speed memory architectures, today reported financial results for the second quarter of 2008.

Revenues for the second quarter of 2008 were $35.7 million, down 10.1% sequentially from the first quarter and down 24.9% over the second quarter of last year. Revenues for the six months ended June 30, 2008 were $75.5 million, down 22.8% over the same period of last year.

“Despite the obvious headwinds faced in the quarter, we remain committed to a strategy that focuses on long-term success,” said Harold Hughes, president and chief executive officer at Rambus. “We will continue to invest in technology development and fully fund our legal efforts. Nevertheless, we intend to reduce our current cost structure through actions which may include downsizing our workforce in order to maintain the financial strength of the company. In doing so, we will continue to support our customers and ensure we follow through on the commitments made to them.”

Total costs and expenses for the second quarter of 2008 were $52.6 million, which included $9.0 million of stock-based compensation expenses and $2.3 million for the previous stock-based compensation restatement and related legal expenses. This is compared to total costs and expenses of $63.0 million for the first quarter of 2008, which included $10.5 million of stock-based compensation expenses and $0.9 million of restatement and related legal expenses. General litigation expenses for the second quarter of 2008 were $9.1 million, a decrease of $4.1 million from the first quarter of 2008. As compared to the second quarter of last year, total costs and expenses decreased from $57.7 million, which included $10.3 million of stock-based compensation expenses and $7.5 million of restatement and related legal expenses. General litigation expenses in the second quarter of 2008 increased $2.4 million from the second quarter of 2007.

Total costs and expenses for the six months ended June 30, 2008 were $115.6 million, which included $19.5 million of stock-based compensation expenses and $3.2 million for the previous stock-based compensation restatement and related legal expenses. This is compared to total costs and expenses of $119.3 million for the same period of 2007, which included $19.7 million of stock-based compensation expenses and $14.5 million of restatement and related legal expenses. General litigation expenses for the six months ended June 30, 2008 were $22.3 million, an increase of $10.6 million from the same period in 2007.

During the second quarter of 2008, the Company recorded a valuation allowance of $130.5 million against its net deferred tax assets to fully reserve previously recorded tax benefits generated from its pre-tax losses in the U.S. Pursuant to the Statement of Financial Accounting Standard 109: Accounting for Income Taxes, the Company determined this valuation allowance is required due to significant negative evidence, such as cumulative losses in recent years and projected losses from operations. Projected income from settlements or litigation was not included in the determination for the valuation allowance. The valuation allowance will be maintained until sufficient positive evidence exists to support its reversal.

Net loss for the second quarter of 2008 of $144.7 million compares to a net loss of $12.6 million in the first quarter of 2008 and a net loss of $2.7 million in the second quarter of 2007. Net loss per share for the second quarter of 2008 was $1.38 as compared to a net loss per share of $0.12 in the first quarter of 2008 and a net loss per share of $0.03 for the second quarter of 2007. Net loss for the six months ended June 30, 2008 was $157.3 million as compared to a net loss of $6.6 million for the same period of 2007. Net loss per share for the six months ended June 30, 2008 was $1.50 as compared to a net loss per share of $0.06 in the same period of 2007.

Cash, cash equivalents and marketable securities as of June 30, 2008 were $394.2 million, down approximately $46.7 million from December 31, 2007 and up approximately $12.2 million from March 31, 2008. During the first quarter of 2008, the Company repurchased approximately 1.4 million shares of common stock for an aggregate value of $24.9 million and paid $18.3 million for the settlement of a class action suit. In April 2008, the Company also received $5.0 million of insurance proceeds related to reimbursement claims associated with the stock option investigation claims.

The conference call discussing second quarter results will be webcast live via the Rambus Investor Relations website (http://investor.rambus.com) at 2:00 p.m. Pacific Time today. A replay will be available following the call on Rambus’ Investor Relations website and for one week at the following numbers: (888) 203-1112 (domestic) or (719) 457-0820 (international) with ID# 8040394.

About Rambus Inc.

Rambus is one of the world’s premier technology licensing companies specializing in the invention and design of high-speed memory architectures. Additional information is available at www.rambus.com.

Contacts:

Nicole Noutsios
Investor Relations
Rambus Inc.
(650) 947-5050
nnoutsios@rambus.com

Linda Ashmore
Public Relations
Rambus Inc.
(650) 947-5411
lashmore@rambus.com

Press Release Financials	Rambus
	4440 El Camino Real
	Los Altos, CA 94022

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)

	June 30,		December 31,
	2008		2007
ASSETS
Current assets:
Cash and cash equivalents	$	131,792	$	119,391
Marketable securities		262,386		321,491
Accounts receivable		2,050		442
Unbilled receivables		134		1,478
Prepaids and other current assets		8,746		8,349
Deferred taxes		233		11,595
Total current assets		405,341		462,746
Restricted cash		2,412		2,286
Deferred taxes, long-term		2,577		116,209
Intangible assets, net		11,028		13,441
Property and equipment, net		26,111		24,587
Goodwill		4,454		4,454
Other non-current assets		5,350		3,624
Total assets	$	457,273	$	627,347
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,933	$	11,283
Accrued payroll and related benefits		6,070		9,985
Accrued litigation expenses		11,743		26,234
Other accrued liabilities		8,215		5,894
Deferred revenue		2,467		2,756
Total current liabilities		37,428		56,152
Long-term liabilities:
Convertible notes		160,000		160,000
Other long-term liabilities		4,080		4,111
Total long-term liabilities		164,080		164,111
Total stockholders’ equity:		255,765		407,084
Total liabilities and stockholders’ equity	$	457,273	$	627,347

Press Release Financials	Rambus
	4440 El Camino Real
	Los Altos, CA 94022

Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Revenue:
Royalty revenue	$	32,288		$	39,190		$	65,381		$	82,936
Contract revenue		3,427			8,353			10,072			14,757
Total revenues		35,715			47,543			75,453			97,693
Costs and expenses:
Cost of contract revenues (1)		6,567			6,882			13,800			13,097
Research and development (1)		20,035			18,597			41,537			42,027
Marketing, general and administrative (1)		23,768			24,778			57,089			49,743
Costs of restatement and related legal activities		2,260			7,453			3,172			14,462
Total costs and expenses		52,630			57,710			115,598			119,329
Operating loss		(16,915	)		(10,167	)		(40,145	)		(21,636	)
Interest and other income, net		2,908			5,657			7,503			10,851
Loss before income taxes		(14,007	)		(4,510	)		(32,642	)		(10,785	)
Provision for (benefit from) income taxes		130,657			(1,790	)		124,656			(4,177	)
Net loss	$	(144,664	)	$	(2,720	)	$	(157,298	)	$	(6,608	)
Net loss per share:
Basic	$	(1.38	)	$	(0.03	)	$	(1.50	)	$	(0.06	)
Diluted	$	(1.38	)	$	(0.03	)	$	(1.50	)	$	(0.06	)
Weighted-Average Shares used in computing per share amounts:
Basic		104,804			103,820			104,743			103,820
Diluted		104,804			103,820			104,743			103,820

(1) Total stock-based compensation expense for the three and six month periods ended June 30, 2008 and June 30, 2007 are presented as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Cost of contract revenues	$	1,365	$	1,645	$	3,283	$	2,736
Research and development		3,767		3,248		7,671		6,631
Marketing, general and administrative		3,821		5,431		8,528		10,374