<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
RADISYS CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
750459 10 9
(CUSIP Number)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CA 95052
TELEPHONE: (408) 765-8080
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 29, 1996
(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 / /.
Check the following box if a fee is being paid with this statement /X/.
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
Page 1 of 11
The Exhibit Index is on page 11.
<PAGE> 2
SCHEDULE 13D Page 2 of 11
1. NAME OF REPORTING PERSON Intel Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743
PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ /
GROUP (b)/ /
3. SEC USE ONLY
4. SOURCE OF FUNDS OO
5. CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF
SHARES 7. SOLE VOTING POWER 1,600.000
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER N/A
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 1,600,000
PERSON WITH
10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,600,000
EACH REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / /
(11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 21.00%
ROW (11)
14. TYPE OF REPORTING PERSON CO
<PAGE> 3
SCHEDULE 13D Page 3 of 11
ITEM 1. SECURITY AND ISSUER.
(a) Name and Address of Principal Executive Offices of Issuer:
RadiSys Corporation
15025 SW Koll Parkway
Beaverton, OR 97006
(b) Title and Class of Equity Securities: Common Stock
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name of Person Filing: Intel Corporation
The executive officers and directors
of Intel Corporation are set forth
on Appendix A hereto.
(b) Principal Business: Manufacturer of microcomputer components,
modules and systems
(c) Address of Principal Business and Principal Office:
2200 Mission College Boulevard
Santa Clara, CA 95052-8119
(d) Criminal Proceedings:
During the last five years neither the Reporting
Person nor any officer or director of the Reporting
Person has been convicted in any criminal proceeding.
(e) Civil Proceedings:
During the last five years neither the Reporting
Person nor any officer or director of the Reporting
Person has been party to any civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which such person would
have been subject to any 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.
(f) State of Incorporation: Delaware
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Stock and the Warrant (as described in Items 4 and
5 below) consist of part of the consideration payable to Reporting
Person in exchange for the purchase of certain assets of Reporting
Person by the Issuer.
<PAGE> 4
SCHEDULE 13D Page 4 of 11
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Person acquired the Common Stock and the Warrant
(as described below) as an investment and in connection with an Asset
Purchase Agreement (the "Purchase Agreement") and certain related
License Agreements (the "License Agreements") dated April 29, 1996
between the Issuer and the Reporting Person pursuant to which the
Issuer (i) sold substantially all of the assets dedicated to the
design, manufacture and sale of Multibus products as set forth in the
Purchase Agreement to the Issuer, and (ii) licensed certain related
intellectual property to the Issuer pursuant to the License
Agreements. In addition to the 1,300,000 shares of Common Stock of
the Issuer acquired by the Reporting Person, the Reporting Person
also acquired a warrant (the "Warrant") to purchase up to 300,000
shares of Common Stock of the Issuer. The exercise price for the
shares of Common Stock subject to the Warrant increases each year
that the Warrant is in effect, pursuant to a schedule set forth in
the Warrant. The Warrant expires on April 29, 1998.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) Number of Shares Beneficially Owned: 1,600,000 shares*
Right to Acquire: 300,000 shares*
Percent of Class:
21.00% (based upon 7,625,436 shares of
common stock outstanding, which includes
the 300,000 Warrant shares)*
(b) Sole Power to Vote, Direct the
Vote of, or Dispose of Shares: 1,600,000*
(c) Recent Transactions:
On April 29, 1996, the Reporting Person acquired the Common
Stock and the Warrant (as described in Item 4, above) as an
investment and in connection with the Purchase Agreement (as
defined in Item 4, above) and certain related License
Agreements ) (as defined in Item 4, above) between the Issuer
and the Reporting Person pursuant to which the Reporting
Person (i) sold substantially all of the assets dedicated to
the design, manufacture and sale of Multibus products as set
forth in the Purchase Agreement to the Issuer, and (ii)
licensed certain related intellectual property to the Issuer
pursuant to the License Agreements. In addition to the
- --------
*Includes the additional shares (up to 300,000) of Common Stock that the
Reporting Person has a right to acquire pursuant to the Warrant (as defined
and described in Item 4). Such shares are beneficially owned by the
Reporting Person under Rule 13d-3 because the Reporting Person has a right
to acquire such shares within the next 60 days.
<PAGE> 5
SCHEDULE 13D Page 5 of 11
1,300,000 shares of Common Stock of the Issuer acquired by the
Reporting Person, the Reporting Person also acquired the
Warrant.
(d) Rights with Respect to Dividends
or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent
Beneficial Ownership: N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to the Registration Rights Agreement between the
Reporting Person and the Issuer, the Reporting Person has, under
certain circumstances, various rights related to (a) registration of
the Common Stock that the Reporting Person owns, and (b)
participation in future sales and issuances of securities by the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit(1) Asset Purchase Agreement between RadiSys
Corporation and Intel Corporation (incorporated by
reference to Exhibit 2.1 to RadiSys Corporation's 8-K
filed May 2, 1996) (confidential treatment
requested).**
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**RadiSys Corporation requested confidential treatment with respect to certain
portions of the Purchase Agreement.
<PAGE> 6
SCHEDULE 13D Page 6 of 11
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.
Dated as of May 9, 1996.
INTEL CORPORATION
By:______________________________________
F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary
<PAGE> 7
SCHEDULE 13D Page 7 of 11
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation
and certain other information with respect to each Director. All Directors are
United States citizens.
<TABLE>
<S> <C>
Name: Craig R. Barrett
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Executive Vice President and Chief Operating Officer of Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer components,
address of corporation or other modules and systems.
organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: Winston H. Chen
Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara,
CA 95054
Principal Occupation: Chairman of Paramitas Foundation
Name, principal business and Paramitas Foundation, a charitable foundation.
address of corporation or other 3945 Freedom Circle, Suite 760
organization on which Santa Clara, CA 95054
employment is conducted:
Name: Andrew S. Grove
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: President and Chief Executive Officer of Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer components,
address of corporation or other modules and systems.
organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
</TABLE>
<PAGE> 8
SCHEDULE 13D Page 8 of 11
<TABLE>
<S> <C>
Name: D. James Guzy
Business Address: 1340 Arbor Road, Menlo Park, CA 94025
Principal Occupation: Chairman of The Arbor Company
Name, principal business and The Arbor Company, a limited partnership engaged in the electronics
address of corporation or other and computer industry.
organization on which 1340 Arbor Road
employment is conducted: Menlo Park, CA 94025
Name: Gordon E. Moore
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Chairman of the Board of Intel Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer components,
address of corporation or other modules and systems.
organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: Max Palevsky
Business Address: 924 Westwood Boulevard, Suite 700, Los Angeles CA 90024
Principal Occupation: Industrialist
Name, principal business and Self-employed.
address of corporation or other
organization on which
employment is conducted:
Name: Arthur Rock
Business Address: One Maritime Plaza, Suite 1220, San Francisco, CA 94111
Principal Occupation: Venture Capitalist
Name, principal business and Arthur Rock and Company, a venture capital firm.
address of corporation or other One Maritime Plaza, Suite 1220
organization on which San Francisco, CA 94111
employment is conducted:
</TABLE>
<PAGE> 9
SCHEDULE 13D Page 9 of 11
<TABLE>
<S> <C>
Name: Jane E. Shaw
Business Address: c/o Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Principal Occupation: Founder of the Stable Network, a biopharmaceutical consulting company
Name, principal business and c/o Intel Corporation
address of corporation or other 2200 Mission College Boulevard
organization on which Santa Clara, CA 95052
employment is conducted:
Name: Leslie L. Vadasz
Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052
Principal Occupation: Senior Vice President, Director, Corporate Business Development, Intel
Corporation
Name, principal business and Intel Corporation, a manufacturer of microcomputer components,
address of corporation or other modules and systems.
organization on which 2200 Mission College Boulevard
employment is conducted: Santa Clara, CA 95052
Name: David B. Yoffie
Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 92163
Principal Occupation: Max and Doris Starr, Professor of International Business Administration
Name, principal business and Harvard Business School, an educational institution.
address of corporation or other Harvard Business School
organization on which Soldiers Field Park 1-411
employment is conducted: Boston, MA 92163
Name: Charles E. Young
Business Address: 405 Hilgard Avenue, Los Angeles, CA 90024
Principal Occupation: Chancellor
Name, principal business and University of California at Los Angeles, an educational institution.
address of corporation or other 405 Hilgard Avenue
organization on which Los Angeles, CA 90024
</TABLE>
<PAGE> 10
SCHEDULE 13D Page 10 of 11
<TABLE>
<S> <C>
employment is conducted:
</TABLE>
EXECUTIVE OFFICERS
The following is a list of all executive officers of Intel
Corporation excluding executive officers who are also directors. Unless
otherwise indicated, each officer's business address is 2200 Mission College
Boulevard, Santa Clara, CA 95952-8119, which address is Intel Corporation's
business address. All executive officers are United States citizens.
<TABLE>
<S> <C>
Name: G. Carl Everett, Jr.
Title: Senior Vice President; General Manager, Desktop Products Group
Name: Frank C. Gill
Title: Executive Vice President; General Manager, Internet and Communications Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497
Name: David L. House
Title: Senior Vice President; General Manager, Enterprise Server Group
Name: Paul S. Otellini
Title: Executive Vice President; Director, Sales
Name: Gerhard S. Parker
Title: Executive Vice President, General Manager, Technology and Manufacturing Group
Name: Robert W. Reed
Title: Senior Vice President; General Manager, Semiconductor Products Group
Name: Ronald J. Whittier
Title: Senior Vice President; General Manager, Content Group
Name: Albert Y. C. Yu
Title: Senior Vice President; General Manager, Microprocessor Products Group
Name: Michael A. Aymar
Title: Vice President; General Manager, Desktop Products Group
Name: Andy D. Bryant
Title: Vice President and Chief Financial Officer
Name: F. Thomas Dunlap
Title: Vice President; General Counsel and Secretary
Name: Stephen P. Nachtsheim
Title: Vice President; General Manager, Mobile/Handheld Products Group
Name: Ronald J. Smith
Title: Vice President; General Manager, Semiconductor Products Group
</TABLE>
<PAGE> 11
SCHEDULE 13D Page 11 of 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
- ----------- -------- -------------
<S> <C> <C>
Exhibit 1 Asset Purchase Agreement between RadiSys Corporation and Intel --
Corporation (incorporated by reference to Exhibit 2.1 to RadiSys
Corporation's 8-K filed May 2, 1996) (confidential treatment requested
</TABLE>
