UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 13, 1999
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RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
Oregon 0-26844 93-0945232
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124
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(Address of principal executive offices) (Zip Code)
(503) 615-1100
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On August 13, 1999, upon filing a Certificate of Merger with the Delaware
Secretary of State, Texas Micro Inc., a Delaware corporation ("TMI"), was
acquired by RadiSys Corporation, an Oregon corporation (the "Company"), as a
result of a merger through which TMI became a wholly owned subsidiary of the
Company (the "Merger"). The Merger, as contemplated by the Agreement of
Reorganization and Merger dated May 24, 1999, between the Company, TMI and Tabor
Merger Corp., was approved by the stockholders of TMI at a special stockholders
meeting held on August 12, 1999, for which proxies were solicited pursuant to
Section 14(a) of the Exchange Act, and the issuance of RadiSys common stock to
stockholders of TMI in the Merger was approved by the shareholders of the
Company at a special shareholders meeting held on August 12, 1999, for which
proxies were solicited pursuant to Section 14(a) of the Exchange Act
The Joint Proxy Statement/Prospectus dated July 7, 1999 (the "Joint Proxy
Statement"), which is part of the Registration Statement on Form S-4 (No.
333-82401) filed by the Company, contains information regarding the Merger, is
filed as an exhibit to this Report and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The audited financial statements of TMI as of June 30, 1997 and 1998 and
for each of the three years in the period ended June 30, 1998, and the
accountants' report related thereto, set forth in TMI's Annual Report on Form
10-K for the fiscal year ended June 30, 1998, and the unaudited financial
statements as of March 28, 1999 and for the nine month periods ended March 29,
1998 and March 28, 1999 set forth in TMI's Quarterly Report on Form 10-Q for the
quarter ended March 28, 1999 are filed as exhibits to this Report and are
incorporated herein by reference.
(b) Pro forma financial information.
The information set forth under the caption "Unaudited Pro Forma Combined
Financial Statements" in the Joint Proxy Statement is incorporated herein by
reference.
(c) Exhibits.
2.1 Agreement of Reorganization and Merger dated as of May 24,
1999, between the Company, TMI and Tabor Merger Corp.
Incorporated by reference to Appendix A to the Joint Proxy
Statement.
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99.1 Joint Proxy Statement. Incorporated by reference to the
Company's Registration Statement on Form S-4 (No. 333-82401).
99.2 Financial Statements of TMI. Incorporated by reference to TMI's
Annual Report on Form 10-K for the fiscal year ended June 30,
1998, and TMI's Quarterly Report on Form 10-Q for the quarter
ended March 28, 1999.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: August 13, 1999
RADISYS CORPORATION
By: STEPHEN F. LOUGHLIN
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Stephen F. Loughlin
Vice President of Finance and
Administration and Chief Financial
Officer
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