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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
General Automation, Inc.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
369032-10-7
--------------------------------------------------------------
(CUSIP Number)
Glenford J. Myers, President
RadiSys Corporation
RadiSys CPD, Inc.
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503) 615-1100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 14, 2000
--------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 of 10
<PAGE>
SCHEDULE 13D
------------------------- ------------------------
CUSIP No. 369032-10-7 Page 2 of 10 Pages
------------------------- ------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RadiSys Corporation
93-0945232
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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7 SOLE POWER TO DIRECT VOTE
1,441,033**
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING 9 SOLE POWER TO DIRECT DISPOSITION
PERSON
WITH 1,441,033**
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,033**
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%**
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 10
<PAGE>
** The Reporting Person disclaims beneficial ownership of all shares, except
to the extent of its pecuniary interest therein, and this Statement shall not be
construed as an admission that the Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of the shares.
3 of 10
<PAGE>
SCHEDULE 13D
------------------------- ------------------------
CUSIP No. 369032-10-7 Page 3 of 10 Pages
------------------------- ------------------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RadiSys CPD, Inc.
04-2738973
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE POWER TO DIRECT VOTE
1,441,033
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------
REPORTING 9 SOLE POWER TO DIRECT DISPOSITION
PERSON
WITH 1,441,033
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,033
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
4 of 10
<PAGE>
This Amendment No. 1 to Schedule 13D hereby amends the Schedule 13D
filed by the Reporting Persons on October 12, 1999 and relating to the common
stock, $0.10 par value ("Common Stock"), of General Automation, Inc., a
corporation organized under the laws of Delaware ("GA"), as follows:
ITEM 2. IDENTITY AND BACKGROUND
RADISYS CORPORATION. This Statement is filed by RadiSys Corporation, a
corporation organized under the laws of Oregon ("RadiSys"), whose business
address is 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124. RadiSys'
principal business is designing and manufacturing embedded computer solutions
used by original equipment manufacturers for products in the telecommunications,
manufacturing automation, medical devices, transportation, gaming and
retail/office automation industries. During the past five years, RadiSys has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Set forth below are the names, principal occupations and business
addresses of the executive officers and directors of RadiSys. Each executive
officer and director is a citizen of the United States of America, except for
Jean-Claude Peterschmitt, who is a citizen of France. During the past five
years, none of the executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Executive Officers of RadiSys:
<TABLE>
<CAPTION>
NAME POSITION WITH RADISYS
<S> <C>
Dr. Glenford J. Myers Chairman of the Board, President and Chief Executive Officer
Stuart F. Cohen Vice President of Sales and Marketing
Ronald A. Dilbeck Vice President and General Manager, Computer Platform Division
Arif Kareem Vice President and General Manager, Telecommunications Division
Stephen F. Loughlin Vice President of Finance and Administration and Chief Financial Officer
</TABLE>
The business address of each executive officer is 5445 NE Dawson Creek Drive,
Hillsboro, Oregon 97124.
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<PAGE>
<TABLE>
<CAPTION>
Directors of RadiSys:
NAME PRINCIPAL OCCUPATION, ADDRESS AND PRINCIPAL BUSINESS OF EMPLOYER AND
BUSINESS ADDRESS OF DIRECTOR
<S> <C>
Dr. Glenford J. Myers* Chairman of the Board, President and Chief Executive Officer
RadiSys Corporation
James F. Dalton Vice President, General Counsel and Secretary, Tektronix, Inc.,
an electronics manufacturing company
MS: 63-862
26600 SW Parkway
PO Box 1000
Wilsonville, OR 97070-1000
Richard J. Faubert President and CEO, SpeedFam-IPEC, Inc., a semi-conductor capital
equipment manufacturing company
305 North 54th Street
Chandler, AZ 85226-2416
C. Scott Gibson President, Gibson Enterprises
1900 Twin Points Road
Lake Oswego, OR 97034
Jean-Pierre D. Patkay Vice President and General Manager, 3Com OEM, a computer
networking company
5400 Bayfront Plaza
Santa Clara, CA 95052-8145
Jean-Claude Peterschmitt* Retired General Manager, Vice President, Europe and Chairman of the
European Board of Directors, Digital Equipment Corporation
Carl Neun* Retired Senior Vice President and Chief Financial Officer, Tektronix,
Inc.
</TABLE>
* Business address is 5445 NE Dawson Creek Drive, Hillsboro, OR 97124
RADISYS CPD, INC. This Statement is filed by RadiSys CPD, Inc., a
corporation organized under the laws of Delaware, a wholly owned subsidiary of
RadiSys ("RadiSys CPD") formerly known as Sequoia Systems, Inc. and also
formerly known as Texas Micro Inc., whose business address is 5445 NE Dawson
Creek Drive, Hillsboro, Oregon 97124. RadiSys CPD's principal business is
designing, manufacturing and marketing embedded computer solutions. During the
past five years, RadiSys CPD has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor has it been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Set forth below are the names, principal occupations and business
addresses of the executive officers and directors of RadiSys CPD. Each executive
officer and director is a citizen of the United States of America. During the
past five years, none of the executive officers or directors has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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<PAGE>
Executive Officers and Directors of RadiSys CPD:
<TABLE>
<CAPTION>
NAME POSITION WITH RADISYS CPD
<S> <C>
Dr. Glenford J. Myers Chairman of the Board, President and Chief Executive Officer
Stephen F. Loughlin Vice President, Chief Financial Officer, Treasurer and Director
David Cunningham* Secretary
</TABLE>
* Principal occupation is as in-house counsel at RadiSys
The business address of each executive officer and director is 5445 NE Dawson
Creek Drive, Hillsboro, Oregon 97124.
ITEM 4. PURPOSE OF TRANSACTION
On September 30, 1999, RadiSys CPD and GA entered into a
Letter Agreement, a copy of which was previously filed as Exhibit A to the
Schedule 13D filed by the Reporting Persons on October 12, 1999 and incorporated
by reference therein. Pursuant to the terms of the Letter Agreement, to satisfy
indebtedness it owed to RadiSys CPD, GA (a) made a cash payment of $1.5 million
to RadiSys CPD on September 30, 1999, (b) issued one promissory note to RadiSys
CPD evidencing a principal amount of $250,000 and a second promissory note
evidencing a principal amount of $500,000 (the "$500,000 Note"), a copy of which
$500,000 Note was previously filed as Exhibit B to the Schedule 13D filed by the
Reporting Persons on October 12, 1999 and incorporated by reference therein, and
(c) agreed to issue 1,133,333 shares of GA's common stock to RadiSys CPD on or
before October 30, 1999. The 1,133,333 shares of GA's common stock were issued
to RadiSys CPD in October 1999.
On January 26, 2000, RadiSys CPD and GA entered into an
Allonge to Promissory Note (the "Allonge"), a copy of which is attached hereto
as Exhibit A and incorporated by reference herein, amending the terms of the
$500,000 Note to extend the maturity date thereof to March 15, 2000.
Pursuant to the terms of the Letter Agreement and the $500,000
Note, as amended by the Allonge, because GA was unable to obtain financing
before March 15, 2000, it may, in its sole discretion, elect to satisfy its
entire obligation under the $500,000 Note by executing and delivering to RadiSys
CPD or any other holder of the $500,000 Note (1) a secured convertible
promissory note (the "Secured Note") with an original principal amount equal to
the sum of the then outstanding principal balance of the $500,000 Note and all
accrued but unpaid interest then owed on the $500,000 Note and (2) a warrant to
purchase (the "Warrant") shares of GA common stock equal to (a) the original
principal amount of the Secured Note divided by (b) $8.00. The exercise price of
the Warrant would be $0.45 per share. Interest accrues on the $500,000 Note at
the rate of 10% per annum. The outstanding balance on the Secured Note would be
convertible into shares of GA common stock at a rate equal to $0.73 per share.
THE FOREGOING SUMMARY OF THE LETTER AGREEMENT AND THE $500,000
NOTE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THOSE
DOCUMENTS, WHICH WERE FILED AS EXHIBITS TO THE SCHEDULE 13D FILED BY THE
REPORTING PERSONS ON OCTOBER 12, 1999 AND WHICH ARE INCORPORATED BY REFERENCE
HEREIN. THE FOREGOING SUMMARY OF THE ALLONGE IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF THAT DOCUMENT, WHICH IS FILED AS AN EXHIBIT TO
THIS AMENDMENT NO. 1 TO SCHEDULE 13D.
7 of 10
<PAGE>
The $500,000 Note has not yet been repaid, and the parties
are considering possible alternatives with respect to satisfaction of the
$500,000 Note.
RadiSys and RadiSys CPD will, from time to time, evaluate
market opportunities for the sale of the shares of GA common stock directly
beneficially owned by RadiSys CPD, and RadiSys CPD may sell all or a portion of
its shares of GA common stock in one or more sales pursuant to public or private
offerings.
Other than the transactions described above and the
transactions contemplated by the Letter Agreement, neither RadiSys nor RadiSys
CPD has any plans or proposals required to be disclosed in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (c) Currently, RadiSys CPD directly beneficially owns
1,441,033 shares (the "Shares") of GA common stock. The Shares represent
approximately 10.6% of the outstanding shares of GA common stock. RadiSys CPD
has sole power to dispose of and vote the Shares. Except as described in this
statement, neither RadiSys, RadiSys CPD nor, to the best knowledge of RadiSys
and RadiSys CPD, any of the persons listed in Item 2 above beneficially owns any
shares of GA common stock. Except as described in this statement, neither
RadiSys, RadiSys CPD nor, to the best of its knowledge, any of the persons
listed in Item 2 above has effected any transactions in GA common stock during
the past 60 days.
Because RadiSys owns 100% of the outstanding shares of RadiSys
CPD common stock, it may be deemed to beneficially own the Shares. RadiSys has
sole power to direct the vote and disposition of the Shares. RadiSys disclaims
beneficial ownership of the Shares except to the extent of its pecuniary
interest therein.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4 with respect to the Letter Agreement, the $500,000
Note, the Secured Note, the Warrant and disclosure that RadiSys CPD and GA
are considering possible alternatives with respect to satisfaction of the
$500,000 Note.
In addition, GA and RadiSys CPD have entered into a
Registration Rights Agreement, dated September 30, 1999 (the "Registration
Rights Agreement"). Pursuant to the Registration Rights Agreement, RadiSys
CPD is entitled to include the shares issued to it under the Letter Agreement
(the "Registrable Shares") in certain registrations initiated by GA under the
Securities Act of 1933, as amended (the "Securities Act"). GA is obligated to
pay the expenses of any such registration, with certain exceptions. The
Registration Rights Agreement terminates at such time as RadiSys CPD ceases
to hold any Registrable Shares and GA has no obligation to issue any further
Registrable Shares to RadiSys CPD pursuant to the Letter Agreement. The
Registration Rights Agreement includes certain limitations on the rights of
Holders thereunder and contains other customary provisions. The Registration
Rights Agreement, incorporated by reference herein, was previously filed as
Exhibit C to the Schedule 13D filed by the Reporting Persons on October 12,
1999 and incorporated by reference therein.
8 of 10
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
A Letter Agreement, dated September 30, 1999 by and
between RadiSys CPD, Inc. and General Automation,
Inc. Incorporated by reference to Exhibit A to the
Schedule 13D filed by the Reporting Persons on
October 12, 1999.
B Convertible Promissory Note dated September 30, 1999
issued by General Automation, Inc. to RadiSys CPD,
Inc. in the principal amount of $500,000.
Incorporated by reference to Exhibit B to the
Schedule 13D filed by the Reporting Persons on
October 12, 1999.
C Allonge to Promissory Note dated January 26, 2000.
D Registration Rights Agreement, dated September 30,
1999 by and between RadiSys CPD, Inc. and General
Automation, Inc. Incorporated by reference to Exhibit
C to the Schedule 13D filed by the Reporting Persons
on October 12, 1999.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: July 31, 2000 RADISYS CORPORATION
RADISYS CPD, INC.
By: /s/ STEPHEN F. LOUGHLIN
------------------------------
Stephen F. Loughlin
Chief Financial Officer
10 of 10
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
A Letter Agreement, dated September 30, 1999 by and
between RadiSys CPD, Inc. and General Automation,
Inc. Incorporated by reference to Exhibit A to the
Schedule 13D filed by the Reporting Persons on
October 12, 1999.
B Convertible Promissory Note dated September 30, 1999
issued by General Automation, Inc. to RadiSys CPD,
Inc. in the principal amount of $500,000.
Incorporated by reference to Exhibit B to the
Schedule 13D filed by the Reporting Persons on
October 12, 1999.
C Allonge to Promissory Note dated January 26, 2000.
D Registration Rights Agreement, dated September 30,
1999 by and between RadiSys CPD, Inc. and General
Automation, Inc. Incorporated by reference to Exhibit
C to the Schedule 13D filed by the Reporting Persons
on October 12, 1999.
