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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: (Date of earliest event reported): June 3, 1999 (May 24, 1999)
TEXAS MICRO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-18238 04-2738973
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
5959 CORPORATE DRIVE
HOUSTON, TEXAS 77036
(Address of Registrant's principal executive offices)
(713) 541-8200
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On May 24, 1999, Texas Micro Inc. (the "Company") issued a press release
announcing the execution of an Agreement of Reorganization and Merger (the
"Merger Agreement") dated May 24, 1999, among the Company, RadiSys Corporation,
an Oregon corporation ("RadiSys"), and Tabor Merger Corp., a Delaware
corporation and wholly-owned subsidiary of RadiSys ("Merger Corp."). Under the
Merger Agreement, Merger Corp. would be merged with and into the Company. If
the Merger is completed, the Company will become a wholly-owned subsidiary of
RadiSys. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1 Press Release of Texas Micro Inc. dated May 24, 1999
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: June 3, 1999
TEXAS MICRO INC.
By: /s/ J. Michael Stewart
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J. Michael Stewart
President and Chief Executive Officer
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INDEX OF EXHIBITS
Exhibit Number Description
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Exhibit 99.1 Press Release of Texas Micro Inc. dated May 24, 1999
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EXHIBIT 99.1
NEWS RELEASE
Contact:
Michael Stewart
President and CEO
Texas Micro Inc.
713/541-8200 ext. 292
TEXAS MICRO TO MERGE WITH
RADISYS IN A STOCK-FOR-STOCK
TRANSACTION
HOUSTON, TX -- MAY 24, 1999 -- Texas Micro Inc. (Nasdaq: TEXM) and RadiSys
Corporation (Nasdaq: RSYS) today announced the signing of a definitive agreement
under which Texas Micro will be acquired by RadiSys for stock valued at
approximately $115 million.
RadiSys is a leading global supplier of embedded computing solutions for
telecommunications, automation, and other industries. Texas Micro is a leader
in the design, production, and integration of open system computing platforms
for telecom, Internet, and industrial applications.
"Following soon after our acquisition of the ARTIC communications business
from IBM, the acquisition of Texas Micro is the next major step in our being the
leading building block and subsystem supplier to communications equipment
manufacturers, an industry facing tremendous growth demands due to the expansion
of Internet and wireless traffic," stated Dr. Glen Myers, Chairman and CEO of
RadiSys. "Communications OEMs are turning to outsourcing as a means of coping
with growth and time to market, and being able to get most of the solution from
a single source is a tremendous advantage."
"In communications equipment being designed today, the leading
architectures are PCI and CompactPCI," added Myers. "Texas Micro is strong in
PCI, with an extensive offering of CPU cards and system packaging. We can now
combine this with RadiSys' PCI DSP voice-processing products and WAN
communications adapters from the ARTIC business. RadiSys has the leading
position today in CompactPCI, with CPU solutions, DSP boards, voice processing,
and WAN interfaces. Texas Micro adds CompactPCI system packaging and high-
availability fault-tolerant developments. The extraordinary fit of our
capabilities and technologies gives us a truly unique position - a far broader
and deeper offering than any other company, and significant value added in such
applications as cellular base stations, switches, PBXs, routers, edge devices,
remote access servers, voice gateways, voice-message systems, video
conferencing, and computer telephony."
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"We believe that this transaction benefits Texas Micro's shareholders,
employees, and customers in many ways," said Michael Stewart, Texas Micro's CEO.
"The great way that our products complement each other means that we can deliver
far more added value to customers. And by becoming a combined company with a
revenue run rate well in excess of $200 million, we can achieve greater
efficiencies in engineering, purchasing, and manufacturing. Third, the fact
that both our strategies are centered on Intel platforms means that our
engineers speak the same language."
Under the agreement, Texas Micro will become a wholly owned subsidiary of
RadiSys and will operate as the RadiSys Communications Platform Division. The
sales forces of the two companies will be combined into a single organization,
taking advantage of Texas Micro having a larger field sales force in Europe and
RadiSys having the same in Japan.
Shareholders of Texas Micro will exchange four shares of Texas Micro for
one share of RadiSys, subject to certain adjustments based on the RadiSys stock
price at closing. If the price is between $32 and $40, the exchange ratio will
be such that a fixed value of $8 is paid per Texas Micro share. If the RadiSys
share price is greater than $40, five Texas Micro shares will be exchanged for
one of RadiSys. The transaction will be accounted for as a pooling of
interests, and is subject to approval by shareholders of both companies, normal
regulatory approvals, and other customary closing conditions. The transaction
is expected to be consummated in approximately 90 days and is expected to be
accretive for calendar year 2000.
Except for the historical statements and information contained herein, the
matters discussed in this news release, including the expectations of successful
completion and potential benefits of the transaction, future orders, revenues,
and business levels, are forward-looking statements that involve risks and
uncertainties. Factors that could cause actual results to differ materially
include, but are not limited to: the satisfaction of closing conditions;
regulatory and shareholder approvals of the transaction; the combined companies'
ability to integrate successfully and achieve desired operating synergies and
results; business conditions and growth in the telecommunications and
electronics industry and general economy, both domestic and international; lower
than expected customer orders or variations in customer order patterns due to
changes in demand for customers' products and customer and channel inventory
levels; competitive factors, including pricing pressures, technological
developments and products offered by competitors; availability of components;
technological difficulties and resource constraints encountered in developing
new products; and the timely flow of competitive new products and market
acceptance of those products. The forward-looking statements should be
considered in light of these factors.
RadiSys Corporation (Nasdaq: RSYS) designs and manufactures embedded
computing solutions for equipment manufacturers in the telecommunications,
automation, and other industries. RadiSys's technology spans Intel processor-
based designs, core-logic semiconductor components, real-time system software,
digital signal processing hardware and software, and CompactPCI and other bus
structures.
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Texas Micro Inc. (Nasdaq: TEXM) specializes in the design, production, and
integration of open-system computing platforms for telecom, Internet, and
industrial specific applications including imaging, data acquisition, industrial
control, and network applications.
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*RadiSys is a registered trademark and ARTIC is a trademark of RadiSys
Corporation. All other products are trademarks or registered trademarks of
their respective companies.
