As filed with the Securities and Exchange Commission on February 17, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
---------------
OREGON 93-0945232
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(Address of Principal (Zip Code)
Executive Offices)
---------------
RadiSys Corporation
1995 Stock Incentive Plan, as amended
(Full title of plan)
---------------
Glenford J. Myers
President and Chief Executive Officer
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, OR 97124
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 615-1100
Copy to:
Todd A. Bauman
Stoel Rives
900 SW Fifth Avenue, Suite 2300
Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
- ------------------- -------------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 500,000 Shares $36.4375 $18,218,750 $5,375
- ------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation
of the registration fee is based on $36.4375, which was the average of the
high and low prices of the Common Stock on February 11, 1998 as reported in
The Wall Street Journal for Nasdaq National Market issues.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by RadiSys Corporation (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or the
latest prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933 (the "Securities Act") that contains audited financial statements for
the Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company con
tained in the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Second Restated Articles of Incorporation (the
"Articles") requires indemnification of current or former directors or officers
of the Registrant to the fullest extent permitted by the Oregon Business
Corporation Act (the
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"Act"). The effects of the Articles and the Act (the "Indemnification
Provisions") are summarized as follows:
(a) The Indemnification Provisions grant a right of indemnification in
respect of any action, suit or proceeding (other than an action by or in
the right of the Company) against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred, if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Company, was not adjudged liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful. The
termination of an action, suit or proceeding by judgment, order,
settlement, conviction or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required standards of
conduct.
(b) The Indemnification Provisions grant a right of indemnification in
respect of any action or suit by or in the right of the Company against the
expenses (including attorney fees) actually and reasonably incurred if the
person concerned acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Company,
except that no right of indemnification will be granted if the person is
adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to indemnification as
a matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the Indemnification Provisions may provide
indemnification broader than that described in (a) and (b).
(e) The Company may advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance of its
final disposition if the director or officer affirms in good faith that he
or she has met the standard of conduct to be entitled to indemnification as
described in (a) or (b) above and undertakes to repay any amount advanced
if it is determined that the person did not meet the required standard of
conduct.
The Company may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any bylaw, agreement, vote of shareholders or otherwise.
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Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Second Restated Articles of Incorporation of the Company and
amendments to such Restated Articles (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1, File
No. 33-95892 (the "1995 S-1") and Exhibit 3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997).
4.2 Restated Bylaws of the Company and amendments thereto (incorporated by
reference to Exhibit 3.2 to the 1995 S-1).
5.1 Opinion of Stoel Rives.
23.1 Consent of Price Waterhouse LLP (see page II-8).
23.2 Consent of Stoel Rives (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change
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in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
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against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hillsboro, State of Oregon, on February 17, 1998.
RadiSys Corporation
By GLENFORD J. MYERS*
-------------------------------------
Dr. Glenford J. Myers,
Chairman of the Board, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 17, 1998.
Signature Title
GLENFORD J. MYERS* Chairman of the Board, President,
- ---------------------------------- and Chief Executive Officer
Dr. Glenford J. Myers (Principal Executive Officer)
BRIAN V. TURNER Vice President of Finance and
- ---------------------------------- Administration and Chief Financial
Brian V. Turner Officer (Principal Financial and
Accounting Officer)
WILLIAM W. LATTIN* Director
- ----------------------------------
William W. Lattin
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JAMES F. DALTON* Director
- ----------------------------------
James F. Dalton
RICHARD J. FAUBERT* Director
- ----------------------------------
Richard J. Faubert
C. SCOTT GIBSON* Director
- ----------------------------------
C. Scott Gibson
JEAN CLAUDE PETERSCHMITT* Director
- ----------------------------------
Jean Claude Peterschmitt
*By BRIAN V. TURNER
----------------------------------
Brian V. Turner,
Attorney-in-Fact
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 1997, which appears on
page 16 of the Annual Report on Form 10-K of RadiSys Corporation for the year
ended December 31, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 32 of such
Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Portland, Oregon
February 13, 1998
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
- ------ -------------------- ------
4.1 Second Restated Articles of Incorporation of the Company
and amendments to such Restated Articles (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, File No. 33-95892 (the "1995 S-1")
and Exhibit 3 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997).
4.2 Restated Bylaws of the Company and amendments thereto
(incorporated by reference to Exhibit 3.2 to the 1995
S-1).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of Price Waterhouse LLP (see page II-8).
23.2 Consent of Stoel Rives (included in Exhibit 5.1).
24.1 Powers of Attorney.
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EXHIBIT 5.1
February 17, 1998
Board of Directors
RadiSys Corporation
15025 SW Koll Parkway
Beaverton, Oregon 97006
We have acted as counsel for RadiSys Corporation (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
500,000 shares of common stock (the "Shares") of the Company issuable in
connection with the Company's 1995 Stock Incentive Plan, as amended (the
"Plan"). We have reviewed the corporate actions of the Company in connection
with this matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the
Plans and in accordance with the resolutions adopted by the Board of Directors
of the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
EXHIBIT 24.1
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of RadiSys Corporation, does hereby constitute and appoint Glenford J.
Myers and Brian V. Turner, and each of them, his true and lawful attorney and
agent to do any and all acts and things and to execute in his name (whether on
behalf of RadiSys Corporation or as an officer or director of said Company, or
otherwise) any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable RadiSys Corporation to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common Stock of
RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as
amended, including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of RadiSys Corporation or as an
officer or director of said Company, or otherwise) to a Registration Statement
on Form S-8 and any amendment thereto (including any post-effective amendment)
or application for amendment thereto in respect to such Common Stock or any
exhibits filed therewith; and to file the same with the Securities and Exchange
Commission; and the undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue hereof.
DATED: January 30, 1998
GLENFORD J. MYERS DR. WILLIAM W. LATTIN
- ---------------------------------- ----------------------------------
Glenford J. Myers Dr. William W. Lattin
BRIAN V. TURNER JAMES F. DALTON
- ---------------------------------- ----------------------------------
Brian V. Turner James F. Dalton
JEAN CLAUDE PETERSCHMITT RICHARD J. FAUBERT
- ---------------------------------- ----------------------------------
Jean Claude Peterschmitt Richard J. Faubert
C. SCOTT GIBSON
----------------------------------
C. Scott Gibson
