To: Zebra 365 who wrote (2535 ) 11/29/1997 10:01:00 PM From: LoLoLoLita Read Replies (1) | Respond to of 93625
To all: RMBS filings with the SEC can be found at freedgar.com First. Morgan Stanley was the IPO lead underwriter, with secondary underwriters H&Q and Robertson Stephens. My apologies for not giving a link, but that site didn't show one anyplace that I could see. You need to SEARCH for ticker RMBS, and then take a look at the S-1/A filed 3/12/97. It has the INTC agreement, which is Exhibit 10.4, but all the good stuff like the royalty price, fees, milestone dates, etc. seem to be ***'d out as "confidential." Here is what the S-1/A says about the warrants at INTC: "On January 7, 1997, the Registrant issued a warrant to purchase up to 1,000,000 shares of Common Stock at an exercise price of $10.00 per share to Intel Corporation in connection with the development and licensing arrangement entered into between the two companies in November 1996. The warrant expires, if not earlier exercised, no later than January 7, 2005." Other than that, it looks like INTC has paid (or will pay) RMBS for this, that, and some other things, prior to INTC actually *making* any of these items. And those payments would obviously be forfeited if INTC doesn't use the design. The license agreement (it's all in that Exhibit 10.4) has a Termination clause saying that if INTC does not utilize the RMBS design in at least 20% of the INTC memory boards (?) manufactured during the (confidential) license period, then the INTC rights to continue manufacture will terminate. As far as I can tell (the document is over 100 KB), INTC has paid RMBS some unspecified sums already, and RMBS gave INTC the warrants (described above) to buy a million RMBS shares @ $10. But, if the deal is cancelled before 1999's production, INTC owes RMBS nothing in terms of per-piece royalties. One more thing. Per their agreement, INTC has the right to appoint one Director to the RMBS Board of Directors. Cheers, David