Rambus Inc – ‘DEFS14A’ for 5/23/00

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Definitive Special Proxy                              12     59K 

Document Table of Contents

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SCHEDULE 14A  
(Rule 14a-101)  
INFORMATION REQUIRED IN PROXY STATEMENT 
SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the  
Securities Exchange Act of 1934 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

                                    [_] Confidential, for Use of the
[_] Preliminary Proxy Statement               Commission Only (as permitted by  
                             Rule 14a-6(e)(2))

[X]  Definitive Proxy Statement                                                 

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              

Rambus Inc. 
(Name of Registrant as Specified in Its Charter)  

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)  

[_] Payment of Filing Fee (Check the appropriate box):                          

[X] No fee required.                                                            

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.    

(1)  Title of each class of securities to which transaction applies:        

(2)  Aggregate number of securities to which transaction applies:           

(3)  Per unit price or other underlying value of transaction computed       
   pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):        

(4)  Proposed maximum aggregate value of transaction:                       

(5)  Total fee paid:                                                        

[_] Fee paid previously with preliminary materials:                             

[_] Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement 
number, or the form or schedule and the date of its filing.             

(1)  Amount Previously Paid:                                                

(2)  Form, Schedule or Registration Statement no.:                          

(3)  Filing Party:                                                          

(4)  Date Filed:                                                            

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[RAMBUS LOGO]                                                                   

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD MAY 23, 2000 

----------------  

To the Stockholders:                                                            

Notice is hereby given that the Special Meeting of Stockholders (the      
"Special Meeting") of Rambus Inc., a Delaware corporation (the "Company"),      
will be held on Tuesday, May 23, 2000 at 9:00 a.m., local time, at the          
Company's headquarters, 2465 Latham Street, Mountain View, CA 94040, for the    
following purposes:                                                             

1. Approval of an amendment to the Company's Amended and Restated     
Certificate of Incorporation to increase the number of shares of Common     
Stock, par value $.001 per share, which the Company is authorized to issue  
from 60,000,000 shares to 500,000,000 shares. Approval of this Proposal     
will result in a four-for-one split of the Company's Common Stock.          

2. Any and all matters incident to the foregoing, and such other      
business as may legally come before the meeting and any adjournments or     
postponements thereof.                                                      

The foregoing items of business are more fully described in the Proxy     
Statement accompanying this Notice of Special Meeting.                          

Only holders of record of the Company's Common Stock at the close of      
business on March 30, 2000, the record date, are entitled to vote on the        
matters listed in this Notice of Special Meeting.                               

All stockholders are entitled to attend the Special Meeting. However, to  
assure your representation at the Special Meeting, you are urged to sign and    
return the enclosed proxy as promptly as possible in the postage-prepaid        
envelope enclosed for that purpose. Any stockholder attending the Special       
Meeting may vote in person even if he or she has returned a proxy.              

                             By Order Of The Board Of Directors of Rambus Inc.

Gary G. Harmon      
              Sr. Vice President, Finance, Chief
           Financial Officer and Secretary

Mountain View, California                                                       
April 17, 2000                                                                  

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND RETURN 
THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE 

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Rambus Inc. 

Proxy Statement 
for 
2000 Special Meeting of Stockholders

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           Page
                                                                           ----
                                                                               
PROCEDURAL MATTERS................. ......................................   1 
  General.................................................................   1 
  Voting at the Special Meeting; Record Date..............................   1 
  Quorum; Required Vote...................................................   1 
  Proxies.................................................................   2 
  Expenses of Solicitation................................................   2 

PROPOSAL: AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF                 
 INCORPORATION............................................................   2 
  General.................................................................   2 
  Purpose and Effect of Amendment.........................................   3 
  Effect of the Stock Split...............................................   4 
  Potential Anti-Takeover Efffect.........................................   4 

SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT...............   5 

STOCKHOLDER PROPOSALS.....................................................   7 

OTHER MATTERS.............................................................   7 

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Rambus Inc. 

----------------  

PROXY STATEMENT 
FOR 
SPECIAL MEETING OF STOCKHOLDERS 
MAY 23, 2000  

----------------  

PROCEDURAL MATTERS  

General                                                                         

This Proxy Statement is being furnished to holders of Common Stock, par   
value $0.001 per share (the "Common Stock"), of Rambus Inc., a Delaware         
corporation (the "Company"), in connection with the solicitation of proxies by  
the Board of Directors of the Company for use at the Special Meeting of the     
Company's Stockholders (the "Special Meeting") to be held on Tuesday, May 23,   
2000 at 9:00 a.m., local time, and at any adjournment or postponement thereof,  
for the purpose of considering and acting upon the matters set forth herein     
and in the accompanying Notice of Special Meeting. The Special Meeting will be  
held at the Company's offices at 2465 Latham Street, Mountain View, California  
94040. The telephone number is (650) 944-8000.                                  

This Proxy Statement and the accompanying form of proxy are first being   
mailed on or about April 17, 2000 to all holders of Common Stock entitled to    
vote at the Special Meeting.                                                    

Voting at the Special Meeting; Record Date                                      

Only holders of record of the Company's Common Stock at the close of      
business on March 30, 2000 (the "Record Date") are entitled to notice of and    
to vote at the Special Meeting. Such Stockholders are entitled to cast one      
vote for each share of Common Stock held as of the Record Date on all matters   
properly submitted for the vote of stockholders at the Special Meeting. As of   
the Record Date, there were 23,933,900 shares of the Company's Common Stock     
outstanding and entitled to be voted at the Special Meeting. No shares of       
Preferred Stock were outstanding. For information regarding security ownership  
by management and by the beneficial owners of more than 5% of the Company's     
Common Stock, see "Security Ownership by Principal Stockholders and             
Management."                                                                    

Quorum; Required Vote                                                           

The presence, in person or by proxy, of at least a majority of the total  
number of outstanding shares of Common Stock entitled to vote at the Special    
Meeting is necessary to constitute a quorum at the Special Meeting. Approval    
of the proposed amendment (the "Amendment") to the Amended and Restated         
Certificate of Incorporation (the "Certificate of Incorporation") requires the  
affirmative vote of a majority of the total number of outstanding shares of     
Common Stock. Stockholders' votes will be tabulated by persons appointed by     
the Board of Directors to act as inspector of election for the Special          
Meeting. While there is no definitive statutory or case law authority in        
Delaware as to the proper treatment of abstentions in the counting of votes,    
the Company believes that abstentions should be counted for purposes of         
determining both (i) the presence or absence of a quorum for the transaction    
of business and (ii) the total number of shares entitled to vote. In the        
absence of controlling precedent to the contrary, the Company intends to treat  
abstentions in this manner. In a 1988 Delaware case, Berlin v. Emerald          
Partners, the Delaware Supreme Court held that, while broker non-votes may be   
counted for purposes of determining the presence or absence of a quorum for     
the transaction of business, broker non-votes should not be counted for         
purposes of determining the number of shares entitled to vote with respect to   
the particular proposal on which the broker has expressly not voted.            

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Proxies                                                                         

All shares entitled to vote and represented by properly executed proxies  
received prior to the Special Meeting, and not revoked, will be voted at the    
Special Meeting in accordance with the instructions indicated on those          
proxies. If no instructions are indicated on a properly executed proxy, the     
shares represented by that proxy will be voted as recommended by the Board of   
Directors. If any other matters are properly presented for consideration at     
the Special Meeting, including, among other things, consideration of a motion   
to adjourn the Special Meeting to another time or place (including, without     
limitation, for the purpose of soliciting additional proxies), the persons      
named in the enclosed proxy and acting thereunder will have discretion to vote  
on those matters in accordance with their best judgment.                        

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A proxy may be revoked (i) by filing  
with the Secretary of the Company, at or before the taking of the vote at the   
Special Meeting, a written notice of revocation or a duly executed proxy, in    
either case later dated than the prior proxy relating to the same shares or     
(ii) by attending the Special Meeting and voting in person (although            
attendance at the Special Meeting will not of itself revoke a proxy). Any       
written notice of revocation or subsequent proxy must be received by the        
Secretary of the Company prior to the taking of the vote at the Special         
Meeting. Such written notice of revocation or subsequent proxy should be hand   
delivered to the Secretary of the Company or should be sent so as to be         
delivered to Rambus Inc., 2465 Latham Street, Mountain View, CA 94040,          
Attention: Secretary.                                                           

Expenses of Solicitation                                                        

All expenses of this solicitation, including the cost of preparing and    
mailing this Proxy Statement, will be borne by the Company. The Company may     
reimburse brokerage firms, custodians, nominees, fiduciaries and other persons  
representing beneficial owners of Common Stock for their reasonable expenses    
in forwarding solicitation material to such beneficial owners. Directors,       
officers and employees of the Company may also solicit proxies in person or by  
telephone, telegram, letter, facsimile or other means of communication. Such    
directors, officers and employees will not be additionally compensated, but     
they may be reimbursed for reasonable out-of-pocket expenses in connection      
with such solicitation. In addition, the Company has retained Beacon Hill       
Partners, Inc. to assist in the mailing and solicitation of proxies at an       
estimated fee of $5,000, plus reasonable out-of-pocket expenses.                

PROPOSAL  

AMENDMENT TO THE AMENDED AND RESTATED 
CERTIFICATE OF INCORPORATION  
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK 

General                                                                         

In March, 2000, the Board of Directors declared advisable and unanimously 
approved an Amendment to increase the aggregate number of shares of Common      
Stock which the Company is authorized to issue from 60,000,000 shares to        
500,000,000 shares. No increase in the number of shares of Preferred Stock      
which the Company is authorized to issue, currently 5,000,000 shares, is        
proposed or anticipated.                                                        

If approved by the Stockholders, the Amendment will become effective upon 
the filing of a Certificate of Amendment of Amended and Restated Certificate    
of Incorporation with the Delaware Secretary of State. The Amendment would      
change the first paragraph of Article IV of the Company's Certificate of        
Incorporation to read in its entirety as follows:                               

"IV. Authorized Capital Stock. This Corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock' and     
"Preferred Stock.' The total number of shares which the Corporation is      
authorized to issue is five hundred five million (505,000,000) shares. Five 
hundred million                                                             

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(500,000,000) shares shall be Common Stock, each having a par value of one- 
tenth of one cent ($.001). Five million (5,000,000) shares shall be         
Preferred Stock, each having a par value of one-tenth of one cent ($.001),  
160,000 shares of which shall be designated Series E Participating          
Preferred Stock ("Series E Preferred") and 4,840,000 shares of which shall  
be undesignated."                                                           

At the same time that it adopted the resolution to increase the authorized
capital stock, the Board of Directors declared a four-for-one stock split of    
the Company's Common Stock which would be effected by issuing three additional  
shares of Common Stock for each share of Common Stock outstanding (the "Stock   
Split"), conditioned upon the Stockholders' approval of this Proposal.          
Stockholders are not being asked to vote on the Stock Split, but the Stock      
Split will not take place unless the authorized number of shares of Common      
Stock is increased as described in this Proposal.                               

In the event Stockholders approve the Proposal to increase the authorized 
number of shares of Common Stock, the following paragraph will be inserted as   
the second paragraph of Article IV in order to effectuate the Stock Split:      

  "Upon the effectiveness of this Certificate of Amendment, every share of
Common Stock outstanding or held by the Corporation in its treasury shall   
be changed and reclassified into four (4) shares of Common Stock, $0.001    
par value per share, which shares shall be fully paid and nonassessable     
shares of Common Stock of the Corporation."                                 

Purpose and Effect of Amendment                                                 

As of the Record Date, of the Company's 60,000,000 shares of Common Stock,
23,933,900 shares were issued and outstanding, 310,000 shares were reserved     
for future issuance under the Company's warrant agreements with certain         
vendors, and 6,549,101 shares were reserved for future issuance under the       
Company's stock incentive plans, employee stock plans and warrant agreements,   
of which, currently, approximately 5,639,308 are covered by outstanding         
options and warrants and 909,793 are available for grant or purchase. Based     
upon the foregoing number of outstanding and reserved shares of Common Stock,   
the Company currently has approximately 29,206,999 shares remaining available   
for other purposes.                                                             

The Board of Directors believes that the proposed Stock Split will result 
in a market price that should be more attractive to a broader spectrum of       
investors. Based upon figures as of March 30, 2000, of the 500,000,000 shares   
of Common Stock which would be authorized, 95,735,600 shares would be required  
to effectuate the Stock Split. The aggregate number of shares of Common Stock   
that may be sold under each of the Company's employee stock purchase and        
incentive stock option plans, and under the Company's warrant agreements, and   
the exercise price of such options and warrants, will also be proportionately   
adjusted to reflect the Stock Split. For example, the Stock Split will have     
the effect of quadrupling the number of shares of Common Stock issuable upon    
the exercise of options under the Company's stock incentive plans, and of       
reducing by one-fourth the option price per share of such options. Readers      
should note that none of the share-related data in this proxy statement is      
adjusted to take into account the proposed Stock Split.                         

The Board of Directors also believes that it is in the Company's best     
interests to increase the number of authorized but unissued shares of Common    
Stock in order to have additional shares available to meet the Company's        
future business needs as they arise. Among other things, the increase will      
provide shares to finance acquisitions of other businesses consistent with the  
Company's growth strategy. The Company's management has no other present        
arrangements, agreements, understandings or plans for the use of the            
additional shares proposed to be authorized. The Board believes that the        
availability of such additional shares will provide the Company with the        
flexibility to issue Common Stock for a variety of other purposes the Board of  
Directors may deem advisable without further action by the Company's            
Stockholders, unless required by law, regulation or stock exchange rule. These  
purposes could include, among other things, the sale of stock to obtain         
additional capital funds, the use of additional shares for various equity       
compensation and other employee benefit plans, the declaration of future stock  
splits or distributions, and other bona fide purposes.                          

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 In March, 2000, the Board of Directors unanimously approved the Stock Split
for the reasons stated above. Because the Stock Split would effectively         
quadruple the number of outstanding shares of Common Stock and increase that    
number to an amount well in excess of 60,000,000 shares, an increase in         
authorized capital is required to make the proposed stock split possible. As a  
result, the Board conditioned the Stock Split on obtaining Stockholder          
approval of this increase in the Company's authorized capital. The Company      
reserves the right to seek a further increase in authorized shares from time    
to time in the future as considered appropriate by the Board.                   

There will be no change in the voting rights, dividend rights, liquidation
rights, preemptive rights or any other Stockholder rights as a result of the    
proposed Amendment. The additional shares might be issued at such times and     
under such circumstances as to have a dilutive effect on earnings per share     
and on the equity ownership of the present holders of Common Stock.             

Effect of the Stock Split                                                       

No change in total stockholders' equity will result from the Stock Split. 
The aggregate amount of capital represented by the outstanding shares of        
Common Stock will be increased by $.001 for each share issued to effect the     
Stock Split and the Company's capital in excess of par value account will be    
reduced by the same amount. After the Stock Split, purchases and sales of       
Common Stock by an individual stockholder may be subject to higher brokerage    
charges and applicable stock transfer taxes than on a pre-split transaction of  
equivalent market value due to the greater number of shares of Common Stock     
involved after the Stock Split. In addition, the Company will incur certain     
expenses in connection with the Stock Split, such as the cost of preparing and  
delivering to Stockholders new certificates representing additional shares.     

The Company has been advised that, based on current tax law, the Stock    
Split should not result in any gain or loss for Federal income tax purposes.    
The tax basis of every share held before the Stock Split will be allocated      
between the four shares held as a result of the distribution, and the holding   
period of the new shares will include the holding period of the shares with     
respect to which they were issued. The laws of jurisdictions other than the     
United States may impose income taxes on the issuance of the additional shares  
and stockholders subject to such laws are urged to consult their tax advisors.  

Potential Anti-Takeover Effect                                                  

The proposed Amendment could, under certain circumstances, have an anti-  
takeover effect, although this is not the intention of the Proposal. The        
increased number of authorized shares of Common Stock could discourage, or be   
used to impede, an attempt to acquire or otherwise change control of the        
Company. The private placement of shares of Common Stock into "friendly"        
hands, for example, could dilute the voting strength of a party seeking         
control of the Company.                                                         

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO  
AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO        
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.                       

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SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT 

Under the proxy rules of the Securities and Exchange Commission, a person 
who directly or indirectly has or shares voting power or investment power with  
respect to a security is considered a beneficial owner of the security. Voting  
power is the power to vote or direct the voting of shares, and investment       
power is the power to dispose of or direct the disposition of shares. Shares    
as to which voting power or investment power may be acquired within 60 days     
are also considered as beneficially owned under the proxy rules.                

 The following table sets forth certain information as of March 30 regarding
beneficial ownership of the Company's Common Stock by (i) each person who is    
known to the Company to own beneficially more than five percent of the          
Company's Common Stock, (ii) each director of the Company, (iii) each           
executive officer of the Company, and (iv) all current directors and current    
officers of the Company as a group. The information on beneficial ownership in  
the table and the footnotes thereto is based upon the Company's records and     
the most recent Schedule 13D or 13G filed by each such person or entity and     
information supplied to the Company by such person or entity. Unless otherwise  
indicated, each person has sole voting power and sole investment power with     
respect to the shares shown.                                                    

                                                                [Download Table]

                                               Number of                      
                                                 Shares       Percentage of   
                                              Beneficially Shares Beneficially
     Name or Group of Beneficial Owners         Owned(1)         Owned(1)     
     ----------------------------------       ------------ -------------------
                                                                              
Waddell & Reed(2)............................  2,574,550          10.8        
 6300 Lamar Avenue                                                            
 Shawnee Mission, KS 66201-9217                                               
Stuart J. Steele(3)                            1,392,335           5.8        
 436 S. River Road                                                            
 Bedford, New Hampshire 03110                                                 
Geoff Tate(4)................................  1,019,989           4.2        
David Mooring(5).............................    246,589           1.0        
Gary Harmon(6)...............................    152,246            *         
Ed Larsen(7).................................     31,773            *         
Subodh Toprani(8)............................    120,193            *         
William Davidow(9)...........................    257,576           1.1        
Bruce Dunlevie(10)...........................  1,040,693           4.3        
P. Michael Farmwald..........................  1,127,734           4.7        
Charles Geschke(11)..........................     72,812            *         
Mark Horowitz................................    587,929           2.5        
All directors and officers as a group (12                                     
 persons)(12)................................  4,716,214          19.3        

--------                                                                        
* Less than 1 percent                                                       

(1) Percentage of shares beneficially owned is based on 23,933,900 shares     
 outstanding as of March 30, 2000. Unless otherwise indicated below, the
 persons and entities named in the table have sole voting and investment
   power with respect to all shares beneficially owned, subject to community
property laws where applicable. Shares subject to options which are   
   exercisable within 60 days of March 30, 2000 are deemed to be outstanding
 and to be beneficially owned by the person holding such options for the
   purpose of computing the percentage ownership of such person, but are not
  deemed to be outstanding and to be beneficially owned for the purpose of
computing the percentage ownership of any other person.               

(2) As reported on Schedule 13G filed on February 1, 2000.                    

(3) As reported on Schedule 13G filed on April 6, 2000.                       

(4) Includes 125,000 vested common stock equivalents. Also includes 36,500    
 shares subject to options exercisable within 60 days of March 30, 2000,
 of which 5,249 shares were vested and 31,251 shares were unvested as of
   March 30, 2000. Includes 15,000 shares held of record by Mr. Tate's wife,
Colleen Thygesen Tate, as Trustee for their children.                 

(5) Includes 125,000 vested common stock equivalents. At March 30, 2000,      
 23,376 shares held by Mr. Mooring were subject to a right of repurchase
in favor of the Company which lapses over time.                       

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(6) Includes 12,499 shares subject to options exercisable within 60 days of   
  March 30, 2000, of which 11,249 shares were vested and 1,250 shares were
 unvested as of March 30, 2000. At March 30, 2000, 12,126 shares held by
  Mr. Harmon were subject to a right of repurchase in favor of the Company
which lapses over time.                                               

(7) Includes 20,000 shares subject to options exercisable within 60 days of   
March 3, 2000, of which all 20,000 shares were vested as of March 30, 
   2000. At March 30, 2000, 10,417 shares held by Mr. Larsen were subject to
a right of repurchase in favor of the Company which lapses over time. 

(8) Includes 60,500 shares subject to options exercisable within 60 days of   
  March 3, 2000, of which 46,041 shares were vested and 14,459 shares were
unvested as of March 30, 2000.                                        

(9) Includes 5,937 shares subject to options exercisable within 60 days of    
 March 30, 2000, of which 4,790 shares were vested and 1,147 shares were
unvested as of March 30, 2000. At March 30, 2000, 2,292 shares held by
   Dr. Davidow were subject to a right of repurchase in favor of the Company
which lapses over time.                                               

(10) Includes all shares held by entities affiliated with MPAE V Management     
   Co. Bruce W. Dunlevie, a director of the Company, is a general partner of
MPAE V Management Co. which is a general partner of Merrill, Pickard, 
   Anderson & Eyre V, L.P. which owns 941,516 shares. Mr. Dunlevie is deemed
to have voting and investment power with respect to such shares. Mr.  
  Dunlevie may be deemed to beneficially own such shares, but he disclaims
beneficial ownership of all such shares except to the extent of his   
pecuniary interest therein. Also includes (i) 40,937 shares subject to
options exercisable within 60 days of March 30, 2000, of which 37,498 
 shares were vested and 3,349 shares were unvested as of March 30, 2000,
 and (ii) 8,000 shares held of record by Mr. Dunlevie as trustee for his
children.                                                             

(11) Includes 31,875 shares held of record by the Geschke Family Trust Dated    
  9/25/87, and 30,937 shares subject to options exercisable within 60 days
of March 30, 2000, of which 29,790 shares were vested and 1,147 shares
  were unvested as of March 30, 2000. At March 30, 2000, 2,292 shares held
by Dr. Geschke were subject to a right of repurchase in favor of the  
Company which lapses over time.                                       

(12) Includes 250,000 vested common stock shares equivalents. Also includes     
   262,208 shares subject to options exercisable within 60 days of March 30,
   2000, of which 203,898 shares were vested and 58,310 shares were unvested
as of March 30, 2000. At March 30, 2000, 50,503 shares held by such   
persons were subject to a right of repurchase in favor of the Company 
which lapses over time.                                               

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STOCKHOLDER PROPOSALS 

Stockholders may present proper proposals for inclusion in the Company's  
proxy statement and for consideration at the next annual meeting of its         
stockholders by submitting their proposals in writing to the Secretary of the   
Company in a timely manner. In order to be included in the Company's proxy      
materials for the annual meeting of stockholders to be held in the year 2001,   
stockholder proposals must be received by the Secretary of the Company no       
later than September 14, 2000, and must otherwise comply with the requirements  
of Rule14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act").                                                                          

In addition, the Company's Bylaws establish an advance notice procedure   
with regard to certain matters, including stockholder proposals not included    
in the Company's proxy statement, to be brought before an annual meeting of     
stockholders. For nominations or other business to be properly brought before   
the meeting by a stockholder, such stockholder must provide written notice      
delivered to the Secretary of the Company 90 days in advance of the annual or   
special meeting, which notice must contain specified information concerning     
the matters to be brought before such meeting and concerning the stockholder    
proposing such matters. In the event that less than 100 days notice or prior    
public disclosure of the date of the meeting is given or made to stockholders,  
notice by the stockholder to be timely must be received not later than the      
close of business on the tenth day following the earlier of the day on which    
such notice of the date of the annual meeting was mailed or such public         
disclosure was made. A copy of the full text of the Bylaw provisions discussed  
above may be obtained by writing to the Secretary of the Company. All notices   
of proposals by stockholders, whether or not included in the Company's proxy    
materials, should be sent to Rambus Inc., 2465 Latham Street, Mountain View,    
CA 94040, Attention: Secretary.                                                 

OTHER MATTERS 

The Board of Directors does not know of any other matters to be presented 
at the Special Meeting. If any additional matters are properly presented or     
otherwise allowed to be considered at the Special Meeting, the persons named    
in the enclosed proxy will have discretion to vote shares they represent in     
accordance with their own judgment on such matters.                             

It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute    
and return, at your earliest convenience, the accompanying proxy in the         
envelope which has been enclosed.                                               

                                      BY ORDER OF THE BOARD OF DIRECTORS

Mountain View, California                                                       
April 17, 2000                                                                  

7 

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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF  

Rambus Inc. 

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2000  

 The undersigned stockholder of Rambus Inc., a Delaware corporation (the
"Company"), hereby acknowledges receipt of the Notice of Special Meeting of     
Stockholders and accompanying Proxy Statement each dated April 17, 2000 and     
hereby appoints Geoff Tate and Gary Harmon, or either of them, proxies and      
attorneys-in-fact, each with full power of substitution, to represent the       
undersigned at the Special Meeting of Stockholders of Rambus Inc. to be held on 
May 23, 2000 at 9:00 a.m., local time at the Company's headquarters at 2465     
Latham Street, Mountain View, CA 94040, and at any adjournment thereof, and to  
vote all shares of Common Stock of the Company held of record by the undersigned
on March 30, 2000 as hereinafter specified upon the proposal listed on the      
reverse side.                                                                   

IN ORDER TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING OF STOCKHOLDERS   
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED     
ENVELOPE.                                                                       

SEE REVERSE        CONTINUED AND TO BE SIGNED ON REVERSE SIDE       SEE REVERSE 
SIDE                                                                SIDE  

--------------------------------------------------------------------------------

Please mark                                                           
votes as in this                                                      
example.                                                              

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
 HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE
    PROPOSAL BELOW AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE
    CONSIDERED AT THE MEETING. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE "FOR" THE PROPOSAL BELOW.                                        

                                                          FOR   AGAINST  ABSTAIN
1.   Approval of an amendment to the Company's                        
        Amended and Restated Certificate of             [_]     [_]      [_]
Incorporation to increase the number of                     
shares of Common Stock, par value $.001                     
per share, which the Company is authorized                  
to issue from 60,000,000 shares to                          
500,000,000 shares. This Proposal is being                  
proposed by the Company, and approval of                    
this Proposal will result in a four-for-one                 
split of the Company's Common Stock.                        

                        [_]   MARK HERE FOR ADDRESS CHANGE AND
                 NOTE CHANGE AT LEFT

                                      Please sign exactly as your name appears
                                       hereon. When shares are registered in the
                                      names of two or more persons, whether as
                                     joint tenants, as community property or
                                    otherwise, both or all of such persons
                                    should sign. When signing as attorney,
                               executor, administrator, trustee,
                                     guardian or another fiduciary capacity,
                                  please give full title as such. If a
                              corporation, please sign in full
                                  corporate name by President or other
                                  authorized person. If a partnership,
                                please sign in partnership name by
                authorized person.

Signature                              Date:                                    
----------------------------       --------------------       

Signature:                             Date:                                    
---------------------------       --------------------      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		9/14/00		10
For Period End:		5/23/00		2		12			PRES14A
		4/17/00		2		12
Filed on:		4/14/00
		4/6/00		8					SC 13G
		3/30/00		2		12
		3/3/00		9
		2/1/00		8					SC 13G
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