* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The Reporting Person is filing this Form 3 on behalf of itself and Rain Acquisition Corp. ("Rain"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, with principal executive offices located at 198 Champion Court, San Jose, California 95134-1599. Of the shares of common stock of Ramtron International Corporation ("Ramtron") to which this Form 3 relates, 1,667,584 were previously owned by the Reporting Person, and 23,290,666 were acquired by Rain for $3.10 per share in a tender offer for all outstanding shares of common stock of Ramtron upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 21, 2012, which was annexed to and filed with the Schedule TO filed by the Reporting Person with the Securities and Exchange Commission on June 21, 2012, as amended and supplemented from time to time (the "Offer"). An additional 559,785 shares were tendered in the Offer pursuant to guaranteed delivery procedures. |
(2) |
Pursuant to the Agreement and Plan of Merger dated as of September 18, 2012 (the "Merger Agreement"), by and among the Reporting Person, Rain and Ramtron, Rain was entitled, after consummation of the Offer, to designate such number of directors of Ramtron, rounded up to the next whole number, as would give Rain representation on the board of directors of Ramtron equal to the product of the total number of Ramtron's directors (after giving effect to any increase in the number of directors pursuant to the Merger Agreement) multiplied by the percentage that the aggregate number of shares of common stock of Ramtron purchased by Rain in the Offer bears to the total number of shares of common stock outstanding. (Continued in Footnote 3) |
(3) |
On October 10, 2012, immediately following the closing of the Offer, all of the directors of Ramtron resigned from the board of directors of Ramtron, other than Theodore J. Coburn, William G. Howard, Jr. and William L. George, and such remaining directors of Ramtron appointed T.J. Rodgers, Brad W. Buss, Dana C. Nazarian, Neil Weiss, Cathal Phelan and Thomas Surrette, each of whom was designated by Rain, to the board of directors of Ramtron. |