UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Texas Micro Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.40 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
88255T-10-3
-------------------------------------------------------
(CUSIP Number)
Stephen F. Loughlin, Chief Financial Officer
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503 615-1100
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 24, 1999
-------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 88255T-10-3 Page 2 of 7 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
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION All of the reporting persons are
Oregon
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF --------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,489,158**
EACH --------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH --------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,489,158**
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,489,158**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer
This Statement relates to shares of Common Stock, $0.40 par value ("Common
Stock"), of Texas Micro Inc., a corporation organized under the laws of Delaware
("TMI"). TMI's principal executive offices are located at 5959 Corporate Drive,
Houston, Texas 77036.
Item 2. Identity and Background
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:
Name Position with RadiSys
---- ---------------------
Dr. Glenford J. Myers Chairman of the Board, President and
Chief Executive Officer
Stuart F. Cohen Vice President of Marketing
Ronald A. Dilbeck Vice President and General Manager,
Automation Equipment Division
Douglas D. Goodyear Senior Vice President of Sales
Arif Kareem Vice President and General Manager,
Telecommunications Division
Stephen F. Loughlin Vice President of Finance and Administration
and Chief Financial Officer
John Sonneborn Vice President of Manufacturing
Diane M. Williams Vice President of Human Resources
The business address of each executive officer is 5445 NE Dawson Creek Drive,
Hillsboro, Oregon 97124.
3 of 7
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Directors of RadiSys:
Principal Occupation, Address of Employer
Name and Business Address of Director
---- -----------------------------------------
Dr. Glenford J. Myers* Chairman of the Board, President and Chief
Executive Officer
RadiSys Corporation
James F. Dalton Vice President and General Counsel,
Tektronix, Inc.
MS: 63-862
26600 SW Parkway
PO Box 1000
Wilsonville, OR 97070-1000
Richard J. Faubert President and CEO, SpeedFam Corporation
305 North 54th Street
Chandler, AZ 85226-2416
C. Scott Gibson President, Gibson Enterprises
1900 Twin Points Road
Lake Oswego, OR 97034
Dr. William W. Lattin Executive Vice President, Synopsys, Inc.
19500 NW Gibbs Drive
Beaverton, OR 97006
Jean-Pierre D. Patkay Vice President of Worldwide Manufacturing,
3Com Corp.
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
* Business address is 5445 NE Dawson Creek Drive, Hillsboro, OR 97124
Item 3. Source and Amount of Funds or Other Consideration
See Item 4 below.
Item 4. Purpose of Transaction
On May 24, 1999, TMI, RadiSys and Tabor Merger Corp., a Delaware
corporation and wholly-owned subsidiary of RadiSys ("Tabor"), entered into an
Agreement of Reorganization and Merger (the "Merger Agreement"), a copy of which
is attached hereto as Exhibit 7.6 and incorporated by reference herein. Pursuant
to the terms of the Merger Agreement, Tabor would merge with and into TMI (the
"Merger"), subject to certain conditions being satisfied or waived. Pursuant to
the Merger Agreement, each outstanding share of TMI Common Stock, $.40 par
value, would be converted into between 0.25 and 0.20 of a RadiSys common share
depending on the average closing price per share of RadiSys Common Stock for the
ten-day period ending two days before the date of the RadiSys and TMI special
meetings. Conditions to the completion of the Merger include the receipt of
regulatory approvals and approval by the shareholders of RadiSys and TMI.
Also on May 24, 1999, RadiSys entered into Shareholder Voting Agreements
(the "Shareholders Agreements") with certain shareholders of TMI
("Shareholders"), pursuant to which, in consideration of the covenants and
agreements of RadiSys contained therein and in the Merger Agreement, and as an
inducement to RadiSys to enter into the Merger Agreement, Shareholders agreed to
vote at any meeting of TMI stockholders all of Shareholders' shares of TMI's
voting securities in favor of the Merger and the approval and adoption of the
Merger Agreement. The Shareholders Agreements also impose restrictions upon the
transfer of the shares, options and warrants subject to the
4 of 7
<PAGE>
Shareholders Agreements. The Shareholders Agreements will terminate upon the
earlier of (a) the completion of the Merger or (b) the termination of the Merger
Agreement. Copies of the Shareholders Agreements are included as Exhibits 7.1
through 7.5 to this Schedule 13D and are specifically incorporated herein by
reference.
The foregoing summaries of the Merger Agreement and the Shareholders
Agreements are qualified in their entirety by reference to the full agreements
which are filed as exhibits.
Other than the transactions contemplated by the Merger Agreement and
Shareholders Agreements, RadiSys has no plans or proposals required to be
disclosed in this Item 4.
Item 5. Interest in Securities of the Issuer
(a) - (c) By reason of the Shareholders Agreements, RadiSys may be deemed
to be the beneficial owner of 2,489,158 shares (the "Shares") of TMI Common
Stock. RadiSys disclaims beneficial ownership of the Shares. The Shares
represent approximately 18.0% of the outstanding shares of TMI Common Stock.
Except as described in this Schedule 13D, neither RadiSys nor, to the best
knowledge of RadiSys, any of the persons listed in Item 2 above beneficially
owns any shares of TMI Common Stock. Except as described in this Schedule 13D,
neither RadiSys nor, to the best of its knowledge, any of the persons listed in
Item 2 above has effected any transactions in TMI Common Stock during the past
60 days. By virtue of the limited nature of the Shareholders Agreements, RadiSys
expressly disclaims beneficial ownership of the Shares.
(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 Merger Agreement and the Shareholders
Agreements.
Item 7. Material to be Filed as Exhibits
The following agreements are filed as exhibits:
7.1 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys
Corporation and J. Michael Stewart.
7.2 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys
Corporation and Ronald Groen.
7.3 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys
Corporation and Kermit R. Sumrall.
7.4 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys
Corporation and Christopher M. Melson.
7.5 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys
Corporation and John C. Leonardo, Jr.
5 of 7
<PAGE>
7.6 Agreement and Plan of Reorganization and Merger, dated as of May 24,
1999, among RadiSys Corporation, Texas Micro Inc. and Tabor Merger
Corp. (Incorporated by reference to Appendix A to the Joint Proxy
Statement/Prospectus included in RadiSys Corporation Registration
Statement on Form S-4 (File No. 333-82401) filed July 7, 1999).
6 of 7
<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 9, 1999 RADISYS CORPORATION
By: STEPHEN F. LOUGHLIN
-------------------------------------
Stephen F. Loughlin
Vice President of Finance and
Administration and Chief Financial
Officer
7 of 7
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
7.1 Shareholder Voting Agreement dated as of May 24, 1999 between
RadiSys Corporation and J. Michael Stewart.
7.2 Shareholder Voting Agreement dated as of May 24, 1999 between
RadiSys Corporation and Ronald Groen.
7.3 Shareholder Voting Agreement dated as of May 24, 1999 between
RadiSys Corporation and Kermit R. Sumrall.
7.4 Shareholder Voting Agreement dated as of May 24, 1999 between
RadiSys Corporation and Christopher M. Melson.
7.5 Shareholder Voting Agreement dated as of May 24, 1999 between
RadiSys Corporation and John C. Leonardo, Jr.
7.6 Agreement and Plan of Reorganization and Merger, dated as of
May 24, 1999, among RadiSys Corporation, Texas Micro Inc. and
Tabor Merger Corp. (Incorporated by reference to Appendix A to
the Joint Proxy Statement/Prospectus included in RadiSys
Corporation Registration Statement on Form S-4 (File No.
333-82401) filed July 7, 1999).
EXHIBIT 7.1
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the "Agreement") is entered into as
of May 24, 1999, between the undersigned J. Michael Stewart, a shareholder (the
"Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys
Corporation, an Oregon corporation ("RadiSys").
A. Contemporaneously with the execution and delivery of this
Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of
Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tabor Merger Corp. will merge with and into TMI (the
"Merger"), upon the terms and conditions set forth therein.
B. The Shareholder desires that the Merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of 2,069,810 shares of the Common Stock of TMI (the
Shareholder's "Shares"), (b) does not beneficially own (as such term is defined
in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares
of the Common Stock of TMI other than his Shares, but excluding any shares of
the Common Stock which he has the right to obtain upon the exercise of stock
options outstanding on the date hereof and (c) has full power and authority to
make, enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote to approve the Merger and to
approve and adopt the Merger Agreement. The Shareholder agrees to deliver to
Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request
therefor a proxy substantially in the form attached hereto as Exhibit A, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 12.4), with the total number of his Shares and any
New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his
<PAGE>
control to, deposit any of his Shares in a voting trust or subject any of his
Shares to any arrangement with respect to the voting of such Shares other than
agreements entered into with RadiSys.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger, (b) subject to Section 10, directly or indirectly
solicit, encourage, initiate or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Transaction (as defined
in the Merger Agreement) or engage in any negotiation concerning, or provide any
confidential information or data to, or have any discussions with any person
relating to, an Acquisition Transaction proposal, (c) become a member of a
"group" (as such term is used in Section 13(d) of the 1934 Act) with respect to
any voting securities of TMI for the purpose of opposing or competing with the
consummation of the Merger, or (d) take any action which would prevent, burden
or materially delay the consummation of the transactions contemplated by this
Agreement.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, the Shareholder agrees not to
voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber
any of his Shares or New Shares during the period commencing on May 24, 1999 and
ending after the earlier of (a) the effective date of the Merger or (b) the date
this Agreement shall be terminated in accordance with its terms.
6. Additional Purchases. During the period commencing on May 24, 1999
and ending after the earlier of (a) the effective date of the Merger or (b) the
date this Agreement shall be terminated in accordance with its terms, the
Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial
ownership of any shares of the Common Stock after the execution of this
Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share
in the voting of any shares of the Common Stock other than the Shares, unless he
agrees to deliver to RadiSys immediately after such purchase or acquisition a
proxy substantially in the form attached hereto as Exhibit A with respect to
such New Shares, which proxy shall be irrevocable to the extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party
2
<PAGE>
hereto severally agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto severally agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in his capacity as the beneficial owner of the
Shares held by Shareholder, and Shareholder makes no agreement or understanding
herein in his capacity, if any, as a director or officer of TMI.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and his
spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to
the existence and binding effect of this Agreement, by executing a spousal
consent in the form attached hereto as Exhibit B, and incorporated into this
Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of Oregon.
12.2 If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
3
<PAGE>
12.3 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
12.5 All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor
Merger Corp. The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
RADISYS: RADISYS CORPORATION
By: GLENFORD J. MYERS
-------------------------------------
Name: Glenford J. Myers
Title: President and CEO
SHAREHOLDER: J. MICHAEL STEWART
-----------------------------------------
Name: J. Michael Stewart
4
<PAGE>
EXHIBIT A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Glenford
J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of
substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware
corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of
Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption
of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation,
TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with
an interest and is irrevocable until such time as the Shareholder Voting
Agreement, dated as of May 24, 1999, among the undersigned and RadiSys
Corporation terminates in accordance with its terms.
Dated: __________________
_________________________________________
(Signature of Shareholder)
5
<PAGE>
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of J. Michael Stewart, have read and hereby approve the
foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and
further agree that any community interest shall be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.
Dated: 5/24/99, 1999 CAROL JUNE STEWART
------- -----------------------------------------
6
EXHIBIT 7.2
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the "Agreement") is entered into as
of May 24, 1999, between the undersigned Ronald Groen, a shareholder (the
"Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys
Corporation, an Oregon corporation ("RadiSys").
A. Contemporaneously with the execution and delivery of this
Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of
Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tabor Merger Corp. will merge with and into TMI (the
"Merger"), upon the terms and conditions set forth therein.
B. The Shareholder desires that the Merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of 25,000 shares of the Common Stock of TMI (the Shareholder's
"Shares"), (b) does not beneficially own (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the
Common Stock of TMI other than his Shares, but excluding any shares of the
Common Stock which he has the right to obtain upon the exercise of stock options
outstanding on the date hereof and (c) has full power and authority to make,
enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote to approve the Merger and to
approve and adopt the Merger Agreement. The Shareholder agrees to deliver to
Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request
therefor a proxy substantially in the form attached hereto as Exhibit A, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 12.4), with the total number of his Shares and any
New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any of his
<PAGE>
Shares in a voting trust or subject any of his Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
RadiSys.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger, (b) subject to Section 10, directly or indirectly
solicit, encourage, initiate or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Transaction (as defined
in the Merger Agreement) or engage in any negotiation concerning, or provide any
confidential information or data to, or have any discussions with any person
relating to, an Acquisition Transaction proposal, (c) become a member of a
"group" (as such term is used in Section 13(d) of the 1934 Act) with respect to
any voting securities of TMI for the purpose of opposing or competing with the
consummation of the Merger, or (d) take any action which would prevent, burden
or materially delay the consummation of the transactions contemplated by this
Agreement.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, the Shareholder agrees not to
voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber
any of his Shares or New Shares during the period commencing on May 24, 1999 and
ending after the earlier of (a) the effective date of the Merger or (b) the date
this Agreement shall be terminated in accordance with its terms.
6. Additional Purchases. During the period commencing on May 24, 1999
and ending after the earlier of (a) the effective date of the Merger or (b) the
date this Agreement shall be terminated in accordance with its terms, the
Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial
ownership of any shares of the Common Stock after the execution of this
Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share
in the voting of any shares of the Common Stock other than the Shares, unless he
agrees to deliver to RadiSys immediately after such purchase or acquisition a
proxy substantially in the form attached hereto as Exhibit A with respect to
such New Shares, which proxy shall be irrevocable to the extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party
2
<PAGE>
hereto severally agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto severally agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in his capacity as the beneficial owner of the
Shares held by Shareholder, and Shareholder makes no agreement or understanding
herein in his capacity, if any, as a director or officer of TMI.
12. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and his
spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to
the existence and binding effect of this Agreement, by executing a spousal
consent in the form attached hereto as Exhibit B, and incorporated into this
Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of Oregon.
12.2 If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
3
<PAGE>
12.3 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
12.5 All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor
Merger Corp. The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
RADISYS: RADISYS CORPORATION
By: GLENFORD J. MYERS
-------------------------------------
Name: Glenford J. Myers
Title: President and CEO
SHAREHOLDER: RONALD GROEN
-----------------------------------------
Name: Ronald Groen
4
<PAGE>
EXHIBIT A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Glenford
J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of
substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware
corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of
Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption
of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation,
TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with
an interest and is irrevocable until such time as the Shareholder Voting
Agreement, dated as of May 24, 1999, among the undersigned and RadiSys
Corporation terminates in accordance with its terms.
Dated: __________________
_________________________________________
(Signature of Shareholder)
5
<PAGE>
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of Ronald Groen, have read and hereby approve the
foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and
further agree that any community interest shall be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.
Dated: 5/24/99, 1999 SUZANNE GROEN
------- -----------------------------------------
6
EXHIBIT 7.3
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the "Agreement") is entered into as
of May 24, 1999, between the undersigned Kermit R. Sumrall, a shareholder (the
"Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys
Corporation, an Oregon corporation ("RadiSys").
A. Contemporaneously with the execution and delivery of this
Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of
Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tabor Merger Corp. will merge with and into TMI (the
"Merger"), upon the terms and conditions set forth therein.
B. The Shareholder desires that the Merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of 23,062 shares of the Common Stock of TMI (the Shareholder's
"Shares"), (b) does not beneficially own (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the
Common Stock of TMI other than his Shares, but excluding any shares of the
Common Stock which he has the right to obtain upon the exercise of stock options
outstanding on the date hereof and (c) has full power and authority to make,
enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote to approve the Merger and to
approve and adopt the Merger Agreement. The Shareholder agrees to deliver to
Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request
therefor a proxy substantially in the form attached hereto as Exhibit A, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 12.4), with the total number of his Shares and any
New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any of his
2
<PAGE>
Shares in a voting trust or subject any of his Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
RadiSys.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger, (b) subject to Section 10, directly or indirectly
solicit, encourage, initiate or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Transaction (as defined
in the Merger Agreement) or engage in any negotiation concerning, or provide any
confidential information or data to, or have any discussions with any person
relating to, an Acquisition Transaction proposal, (c) become a member of a
"group" (as such term is used in Section 13(d) of the 1934 Act) with respect to
any voting securities of TMI for the purpose of opposing or competing with the
consummation of the Merger, or (d) take any action which would prevent, burden
or materially delay the consummation of the transactions contemplated by this
Agreement.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, the Shareholder agrees not to
voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber
any of his Shares or New Shares during the period commencing on May 24, 1999 and
ending after the earlier of (a) the effective date of the Merger or (b) the date
this Agreement shall be terminated in accordance with its terms.
6. Additional Purchases. During the period commencing on May 24, 1999
and ending after the earlier of (a) the effective date of the Merger or (b) the
date this Agreement shall be terminated in accordance with its terms, the
Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial
ownership of any shares of the Common Stock after the execution of this
Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share
in the voting of any shares of the Common Stock other than the Shares, unless he
agrees to deliver to RadiSys immediately after such purchase or acquisition a
proxy substantially in the form attached hereto as Exhibit A with respect to
such New Shares, which proxy shall be irrevocable to the extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party
3
<PAGE>
hereto severally agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto severally agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in his capacity as the beneficial owner of the
Shares held by Shareholder, and Shareholder makes no agreement or understanding
herein in his capacity, if any, as a director or officer of TMI.
13. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and his
spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to
the existence and binding effect of this Agreement, by executing a spousal
consent in the form attached hereto as Exhibit B, and incorporated into this
Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of Oregon.
12.2 If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
4
<PAGE>
12.3 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
12.5 All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor
Merger Corp. The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
RADISYS: RADISYS CORPORATION
By: GLENFORD J. MYERS
-------------------------------------
Name: Glenford J. Myers
Title: President and CEO
SHAREHOLDER: KERMIT R. SUMRALL
-----------------------------------------
Name: Kermit R. Sumrall
5
<PAGE>
EXHIBIT A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Glenford
J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of
substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware
corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of
Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption
of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation,
TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with
an interest and is irrevocable until such time as the Shareholder Voting
Agreement, dated as of May 24, 1999, among the undersigned and RadiSys
Corporation terminates in accordance with its terms.
Dated: __________________
_________________________________________
(Signature of Shareholder)
6
<PAGE>
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of Kermit R. Sumrall, have read and hereby approve the
foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and
further agree that any community interest shall be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.
Dated: 5/24/99, 1999 LORI F. SUMRALL
------- -----------------------------------------
7
EXHIBIT 7.4
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the "Agreement") is entered into as
of May 24, 1999, between the undersigned Christopher M. Melson, a shareholder
(the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and
RadiSys Corporation, an Oregon corporation ("RadiSys").
A. Contemporaneously with the execution and delivery of this
Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of
Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tabor Merger Corp. will merge with and into TMI (the
"Merger"), upon the terms and conditions set forth therein.
B. The Shareholder desires that the Merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of 1,500 shares of the Common Stock of TMI (the Shareholder's
"Shares"), (b) does not beneficially own (as such term is defined in the
Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the
Common Stock of TMI other than his Shares, but excluding any shares of the
Common Stock which he has the right to obtain upon the exercise of stock options
outstanding on the date hereof and (c) has full power and authority to make,
enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote to approve the Merger and to
approve and adopt the Merger Agreement. The Shareholder agrees to deliver to
Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request
therefor a proxy substantially in the form attached hereto as Exhibit A, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 12.4), with the total number of his Shares and any
New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any of his
2
<PAGE>
Shares in a voting trust or subject any of his Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
RadiSys.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger, (b) subject to Section 10, directly or indirectly
solicit, encourage, initiate or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Transaction (as defined
in the Merger Agreement) or engage in any negotiation concerning, or provide any
confidential information or data to, or have any discussions with any person
relating to, an Acquisition Transaction proposal, (c) become a member of a
"group" (as such term is used in Section 13(d) of the 1934 Act) with respect to
any voting securities of TMI for the purpose of opposing or competing with the
consummation of the Merger, or (d) take any action which would prevent, burden
or materially delay the consummation of the transactions contemplated by this
Agreement.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, the Shareholder agrees not to
voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber
any of his Shares or New Shares during the period commencing on May 24, 1999 and
ending after the earlier of (a) the effective date of the Merger or (b) the date
this Agreement shall be terminated in accordance with its terms.
6. Additional Purchases. During the period commencing on May 24, 1999
and ending after the earlier of (a) the effective date of the Merger or (b) the
date this Agreement shall be terminated in accordance with its terms, the
Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial
ownership of any shares of the Common Stock after the execution of this
Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share
in the voting of any shares of the Common Stock other than the Shares, unless he
agrees to deliver to RadiSys immediately after such purchase or acquisition a
proxy substantially in the form attached hereto as Exhibit A with respect to
such New Shares, which proxy shall be irrevocable to the extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party
3
<PAGE>
hereto severally agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto severally agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in his capacity as the beneficial owner of the
Shares held by Shareholder, and Shareholder makes no agreement or understanding
herein in his capacity, if any, as a director or officer of TMI.
14. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and his
spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to
the existence and binding effect of this Agreement, by executing a spousal
consent in the form attached hereto as Exhibit B, and incorporated into this
Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of Oregon.
12.2 If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
4
<PAGE>
12.3 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
12.5 All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor
Merger Corp. The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
RADISYS: RADISYS CORPORATION
By: GLENFORD J. MYERS
-------------------------------------
Name: Glenford J. Myers
Title: President and CEO
SHAREHOLDER: CHRISTOPHER M. MELSON
-----------------------------------------
Name: Christopher M. Melson
5
<PAGE>
EXHIBIT A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Glenford
J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of
substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware
corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of
Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption
of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation,
TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with
an interest and is irrevocable until such time as the Shareholder Voting
Agreement, dated as of May 24, 1999, among the undersigned and RadiSys
Corporation terminates in accordance with its terms.
Dated: __________________
_________________________________________
(Signature of Shareholder)
6
<PAGE>
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of Christopher M. Melson, have read and hereby approve
the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement
and further agree that any community interest shall be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.
Dated: May 25, 1999 MONICA G. MELSON
------------ -----------------------------------------
7
EXHIBIT 7.5
SHAREHOLDER VOTING AGREEMENT
This Shareholder Voting Agreement (the "Agreement") is entered into as
of May 24, 1999, between the undersigned John C. Leonardo, Jr., a shareholder
(the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and
RadiSys Corporation, an Oregon corporation ("RadiSys").
A. Contemporaneously with the execution and delivery of this
Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of
Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"),
pursuant to which Tabor Merger Corp. will merge with and into TMI (the
"Merger"), upon the terms and conditions set forth therein.
B. The Shareholder desires that the Merger occur and that the
Shareholder receive the Merger Consideration, as defined in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Shareholder. The Shareholder represents that he
(a) is the holder of 369,786 shares of the Common Stock of TMI (the
Shareholder's "Shares"), (b) does not beneficially own (as such term is defined
in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares
of the Common Stock of TMI other than his Shares, but excluding any shares of
the Common Stock which he has the right to obtain upon the exercise of stock
options outstanding on the date hereof and (c) has full power and authority to
make, enter into and carry out the terms of this Agreement.
2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares
and any New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of his Shares or New Shares to vote to approve the Merger and to
approve and adopt the Merger Agreement. The Shareholder agrees to deliver to
Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request
therefor a proxy substantially in the form attached hereto as Exhibit A, which
proxy shall be irrevocable to the extent permitted by law (except that such
proxy shall be deemed automatically revoked upon a termination of this Agreement
in accordance with Section 12.4), with the total number of his Shares and any
New Shares correctly indicated thereon.
3. No Voting Trusts. After the date hereof, the Shareholder agrees
that he will not, nor will he permit any entity under his control to, deposit
any of his
<PAGE>
Shares in a voting trust or subject any of his Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
RadiSys.
4. No Proxy Solicitations. The Shareholder agrees that he will not,
nor will he permit any entity under his control to, (a) solicit proxies or
become a "participant" in a "solicitation" (as such terms are defined in
Regulation 14A under the 1934 Act) in opposition to or competition with the
consummation of the Merger, (b) subject to Section 10, directly or indirectly
solicit, encourage, initiate or otherwise facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Transaction (as defined
in the Merger Agreement) or engage in any negotiation concerning, or provide any
confidential information or data to, or have any discussions with any person
relating to, an Acquisition Transaction proposal, (c) become a member of a
"group" (as such term is used in Section 13(d) of the 1934 Act) with respect to
any voting securities of TMI for the purpose of opposing or competing with the
consummation of the Merger, or (d) take any action which would prevent, burden
or materially delay the consummation of the transactions contemplated by this
Agreement.
5. Transfer and Encumbrance. Except for gifts given without
consideration where the recipient thereof agrees to execute a voting agreement
in form and substance similar to this Agreement, the Shareholder agrees not to
voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber
any of his Shares or New Shares during the period commencing on May 24, 1999 and
ending after the earlier of (a) the effective date of the Merger or (b) the date
this Agreement shall be terminated in accordance with its terms.
6. Additional Purchases. During the period commencing on May 24, 1999
and ending after the earlier of (a) the effective date of the Merger or (b) the
date this Agreement shall be terminated in accordance with its terms, the
Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial
ownership of any shares of the Common Stock after the execution of this
Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share
in the voting of any shares of the Common Stock other than the Shares, unless he
agrees to deliver to RadiSys immediately after such purchase or acquisition a
proxy substantially in the form attached hereto as Exhibit A with respect to
such New Shares, which proxy shall be irrevocable to the extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally acknowledges that
it will be impossible to measure in money the damage to the other party if a
party hereto fails to comply with any of the obligations imposed by this
Agreement, that every such obligation is material and that, in the event of any
such failure, the other party will not have an adequate remedy at law or
damages. Accordingly, each party
2
<PAGE>
hereto severally agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto severally agrees
that it will not seek, and agrees to waive any requirement for, the securing or
posting of a bond in connection with any other party's seeking or obtaining such
equitable relief.
8. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall not be assignable without the written consent of all other
parties hereto.
9. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto with respect to the subject matter hereof, and this
Agreement supersedes all prior agreements, written or oral, between the parties
hereto with respect to the subject matter hereof. This Agreement may not be
amended, supplemented or modified, and no provisions hereof may be modified or
waived, except by an instrument in writing signed by all the parties hereto. No
waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in his capacity as the beneficial owner of the
Shares held by Shareholder, and Shareholder makes no agreement or understanding
herein in his capacity, if any, as a director or officer of TMI.
15. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and his
spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to
the existence and binding effect of this Agreement, by executing a spousal
consent in the form attached hereto as Exhibit B, and incorporated into this
Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made under, and
for all purposes shall be construed in accordance with, the laws of the
State of Oregon.
12.2 If any provision of this Agreement or the application of
such provision to any person or circumstances shall be held invalid by a
court of competent jurisdiction, the remainder of the provision held
invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
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12.3 This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest to occur of
(i) the consummation of the Merger or (ii) termination of the Merger
Agreement.
12.5 All Section headings herein are for convenience of reference
only and are not part of this Agreement, and no construction or reference
shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in this
Agreement shall not be effective or binding upon him until after such time
as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor
Merger Corp. The parties agree that there is not and has not been any other
agreement, arrangement or understanding between the parties hereto with
respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
RADISYS: RADISYS CORPORATION
By: GLENFORD J. MYERS
-------------------------------------
Name: Glenford J. Myers
Title: President and CEO
SHAREHOLDER: JOHN C. LEONARDO, JR.
-----------------------------------------
Name: John C. Leonardo, Jr.
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EXHIBIT A
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Glenford
J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of
substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware
corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of
Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption
of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation,
TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with
an interest and is irrevocable until such time as the Shareholder Voting
Agreement, dated as of May 24, 1999, among the undersigned and RadiSys
Corporation terminates in accordance with its terms.
Dated: __________________
_________________________________________
(Signature of Shareholder)
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EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of John C. Leonardo, have read and hereby approve the
foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and
further agree that any community interest shall be similarly bound by the
Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any
amendment or exercise of any rights under the Agreement.
Dated: _____________, 1999 _________________________________________
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