SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RADISYS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
750459-10-9
(CUSIP Number)
F. Thomas Dunlap
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 25, 1997
(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 [ ].
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.
Page 1 of 12 Pages
<PAGE> Schedule 13D/A Page 2 of 12 Pages
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 7. SOLE VOTING POWER 1,466,667
SHARES
BENEFICIALLY 8. SHARED VOTING POWER N/A
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,466,667
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 1,466,667
REPORTING PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 19.4%
(11)
14. TYPE OF REPORTING PERSON CO
<PAGE> Schedule 13D/A Page 3 of 12 Pages
Item 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices
of Issuer:
RadiSys Corporation
5445 N.E. Dawson Creek Drive
Hillsboro, OR 97124
(b) Title of Class of Equity Common Stock
Securities:
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
<PAGE> Schedule 13D/A Page 4 of 12 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person made a "cashless exercise" of the
Warrant (described in Item 4 below), surrendering
133,333 shares covered by the Warrant in payment of
the aggregate exercise price of $4,050,000.
Item 4. Purpose of the Transaction.
The Reporting Person acquired 1,300,000 shares of
Common Stock of the Issuer, and a warrant (the
"Warrant") to purchase up to 300,000 additional shares
of Common Stock of the Issuer, 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 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. On
April 25, 1997, the Reporting Person exercised the
Warrant in full, surrendered 133,333 shares covered by
the Warrant in payment of the aggregate exercise price
of the Warrant, and acquired 166,667 shares of Common
Stock of the Issuer.
The Reporting Person will, from time to time, evaluate
market opportunities for the sale of its shares and
may sell all or a portion of its shares in one or more
sales pursuant to public or private offerings.
Item 5. Interest in Securities of the Issuer.
(a) Number of Shares 1,466,667 shares
Beneficially Owned:
Right to Acquire: 0 shares
Percent of Class: 19.4% (based upon
7,558,223 shares of
Common Stock
outstanding)
(b) Sole Power to Vote, 1,466,667 shares
Dispose of or Direct
the Vote or Disposition
of Shares:
(c) Recent Transactions:
On April 25, 1997, the Reporting Person
exercised the Warrant as described in Item 4
above and acquired 166,667 shares.
<PAGE> Schedule 13D/A Page 5 of 12 Pages
(d) Rights with Respect to Dividends or N/A
Sales Proceeds:
(e) Date of Cessation of Five Percent N/A
Beneficial Ownership:
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).
Exhibit 2 Signature Authority (incorporated by
reference to Exhibit 4 to Intel
Corporation's Schedule 13D filed April 7,
1997 to report beneficial ownership of
securities of Avid Technology, Inc.).
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: April 28, 1997.
INTEL CORPORATION
By:/s/Peter N. Detkin
Peter N. Detkin
Acting General Counsel
and Director of Litigation
<PAGE> Schedule 13D/A Page 6 of 12 Pages
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.
Name: Craig R. Barrett
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Executive Vice President and Chief Operating
Occupation: Officer of Intel Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: John Browne
Business The British Petroleum Company plc, Britannic
Address: House, 1 Finsbury Circus, London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal The British Petroleum Company plc, an
business and integrated oil company.
address of Britannic House, 1 Finsbury Circus
corporation or London EC2M 7BA
other
organization in
which employment
is conducted:
<PAGE> Schedule 13D/A Page 7 of 12 Pages
Name: Winston H. Chen
Business Paramitas Foundation, 3945 Freedom Circle,
Address: Suite 760, Santa Clara, CA 95054
Principal Chairman of Paramitas Foundation
Occupation:
Name, principal Paramitas Foundation, a charitable foundation.
business and 3945 Freedom Circle, Suite 760
address of Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:
Name: Andrew S. Grove
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal President and Chief Executive Officer of Intel
Occupation: Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: D. James Guzy
Business 1340 Arbor Road, Menlo Park, CA 94025
Address:
Principal Chairman of The Arbor Company
Occupation:
Name, principal The Arbor Company, a limited partnership
business and engaged in the electronics and computer
address of industry.
corporation or 1340 Arbor Road
other Menlo Park, CA 94025
organization in
which employment
is conducted:
<PAGE> Schedule 13D/A Page 8 of 12 Pages
Name: Gordon E. Moore
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Chairman of the Board of Intel Corporation
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: Max Palevsky
Business 924 Westwood Boulevard, Suite 700, Los Angeles
Address: CA 90024
Principal Industrialist
Occupation:
Name, principal Self-employed.
business and
address of
corporation or
other
organization in
which employment
is conducted:
Name: Arthur Rock
Business One Maritime Plaza, Suite 1220, San Francisco,
Address: CA 94111
Principal Venture Capitalist
Occupation:
Name, principal Arthur Rock and Company, a venture capital
business and firm.
address of One Maritime Plaza, Suite 1220
corporation or San Francisco, CA 94111
other
organization in
which employment
is conducted:
<PAGE> Schedule 13D/A Page 9 of 12 Pages
Name: Jane E. Shaw
Business c/o Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Founder of The Stable Network, a
Occupation: biopharmaceutical consulting company
Name, principal c/o Intel Corporation
business and 2200 Mission College Boulevard
address of Santa Clara, CA 95052
corporation or
other
organization in
which employment
is conducted:
Name: Leslie L. Vadasz
Business 2200 Mission College Boulevard, Santa Clara,
Address: CA 95052
Principal Senior Vice President, Director, Corporate
Occupation: Business Development, Intel Corporation
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: David B. Yoffie
Business Harvard Business School, Soldiers Field Park 1-
Address: 411, Boston, MA 92163
Principal Max and Doris Starr Professor of International
Occupation: Business Administration
Name, principal Harvard Business School, an educational
business and institution.
address of Harvard Business School
corporation or Soldiers Field Park 1-411
other Boston, MA 92163
organization in
which employment
is conducted:
<PAGE> Schedule 13D/A Page 10 of 12 Pages
Name: Charles E. Young
Business 405 Hilgard Avenue, Los Angeles, CA 90024
Address:
Principal Chancellor
Occupation:
Name, principal University of California at Los Angeles, an
business and educational institution.
address of 405 Hilgard Avenue
corporation or Los Angeles, CA 90024
other
organization in
which employment
is conducted:
<PAGE> Schedule 13D/A Page 11 of 12 Pages
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 95052-8119, which
address is Intel Corporation's business address. All executive
officers are United States citizens.
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: Paul S. Otellini
Title: Executive Vice President, Director, Sales and
Marketing Group
Name: Gerhard H. Parker
Title: Executive Vice President, General Manager, Technology
and Manufacturing 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, Jr.
Title: Vice President, General Counsel and Secretary
Name: Patrick P. Gelsinger
Title: Vice President, General Manager, Desktop Products
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: John H. F. Miner
Title: Vice President, General Manager, Enterprise Server
Group
Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
6497
Name: Stephen P. Nachtsheim
Title: Vice President; General Manager, Mobile/Handheld
Products Group
<PAGE> Schedule 13D/A Page 12 of 12 Pages
Name: Ronald J. Smith
Title: Vice President, General Manager, Computing
Enhancement Group
