As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333-76447
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TEXAS MICRO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2738973
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5959 Corporate Drive
Houston, Texas 77036
(Address of Principal (Zip Code)
Executive Offices)
1996 Long Term Incentive Plan
(Full title of plans)
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Texas Micro Inc.
c/o RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
Attention: Stephen F. Loughlin
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (503) 615-1100
Copy to:
Annette M. Mulee
John R. Thomas
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
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Deregistration of Common Stock
On April 16, 1999, Texas Micro Inc. (the "Company") filed a Registration
Statement on Form S-8, Registration No. 333-76447 (the "Registration
Statement"), for the sale of 1,550,000 shares of Common Stock, par value $0.40
(the "Common Stock"), of the Company under the 1996 Long Term Incentive Plan
(the "Plan"). On August 12, 1999, the stockholders of the Company approved and
adopted an Agreement of Reorganization and Merger, dated as of May 24, 1999, by
and among RadiSys Corporation ("RadiSys"), Tabor Merger Corp. ("Merger Sub") and
the Company (the "Agreement"), whereby, on August 13, 1999, Merger Sub, a
wholly-owned subsidiary of RadiSys, merged with and into the Company and the
Company became a wholly-owned subsidiary of RadiSys. Pursuant to the Agreement,
RadiSys assumed the obligations of the Company under the Plan as of August 13,
1999. This Post-Effective Amendment No. 1 to the Registration Statement is being
filed to deregister 1,390,282 unsold shares of the Common Stock formerly
issuable under the Plan.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this post-effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hillsboro, State of
Oregon, on August 13, 1999.
TEXAS MICRO INC.
By GLENFORD J. MYERS
--------------------------------------
Glenford J. Myers
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the registration statement has been signed by the
following persons in the capacities indicated on August 13, 1999.
Signature Title
--------- -----
GLENFORD J. MYERS
- ---------------------------------- Chairman of the Board, President and
Glenford J. Myers Chief Executive Officer
(Principal Executive Officer)
STEPHEN F. LOUGHLIN
- ---------------------------------- Chief Financial Officer and Director
Stephen F. Loughlin (Principal Financial and
Accounting Officer)
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