As filed with the Securities and Exchange Commission on June 4, 1999
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 LLP
900 SW Fifth Avenue, Suite 2600
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 750,000 Shares $30.8125 $23,109,375 $6,425
- ----------------------------------------------------------------------------------------
(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 $30.8125, which was the average of the
high and low prices of the Common Stock on June 3, 1999 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 or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 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
contained 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 and
Article V of the Company's Restated Bylaws require indemnification of current or
former directors of the Company to the fullest extent permitted by law. The
right to and amount of
II-1
<PAGE>
indemnification will be ultimately subject to determination by a court that
indemnification in the circumstances presented is consistent with public policy
and other provisions of law. It is likely, however, that Article VII of the
Company's Second Restated Articles of Incorporation and Article V of the
Company's Restated Bylaws would require indemnification at least to the extent
that indemnification is authorized by the Oregon Business Corporation Act. The
effect of the indemnification provisions contained in Article VII of the
Company's Second Restated Articles of Incorporation, Article V of the Company's
Restated Bylaws and the Oregon Business Corporation Act (the "Indemnification
Provisions") is 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) The Company may not indemnify a director unless it is determined
by (1) a majority of a quorum of disinterested directors or a committee of
disinterested directors, (2) independent legal counsel or (3) the
shareholders that indemnification is proper because the applicable standard
of conduct has been met. Indemnification can also be ordered by a court if
the court determines that indemnification is fair in view of all of the
relevant circumstances.
(e) The Company will advance to a director the expenses incurred in
defending any action, suit or proceeding in advance of its final
disposition if the director 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
II-2
<PAGE>
amount advanced if it is determined that the person did not meet the
required standard of conduct.
Under the Oregon Business Corporation Act, an officer of the Company is
entitled to mandatory indemnification to the same extent as a director of the
Company if he or she was wholly successful on the merits of a controversy
described in (a) or (b) above.
The Company has obtained insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The Company has also entered into indemnification agreements with
certain of the Company's directors. The indemnification agreements in part
incorporate the indemnification provisions of the Oregon Business Corporation
Act as described above. The indemnification provisions also alter or clarify the
statutory indemnity in certain respects. The most significant effects of the
indemnification agreements are to add indemnification for settlements of
derivative lawsuits and for proceedings involving a breach of fiduciary duty,
subject to specified exceptions. The indemnification agreements also set forth
certain procedures that apply in the event of a claim for indemnification or
advancement of expenses.
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.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not Applicable.
Item 8. Exhibits.
---------
4.1 Second Restated Articles of Incorporation of the Company and
amendments thereto (incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (Registration
No. 33-95892) and by reference to 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 Company's
Registration Statement on Form S-1 (Registration No. 33-95892)).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).
II-3
<PAGE>
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 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.
II-4
<PAGE>
(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 undersigned registrant 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
registrant 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 against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hillsboro, State of Oregon, on June 4, 1999.
RADISYS CORPORATION
By STEPHEN F. LOUGHLIN
------------------------------------------
Stephen F. Loughlin,
Vice President of Finance and
Administration and Chief Financial 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 June 4, 1999.
Signature Title
--------- -----
GLENFORD J. MYERS* Chairman of the Board, President,
- ---------------------------------- and Chief Executive Officer
Glenford J. Myers (Principal Executive Officer)
STEPHEN F. LOUGHLIN Vice President of Finance and
- ---------------------------------- Administration and Chief Financial
Stephen F. Loughlin Officer (Principal Financial and
Accounting Officer)
WILLIAM W. LATTIN* Director
- ----------------------------------
William W. Lattin
II-6
<PAGE>
JAMES F. DALTON* Director
- ----------------------------------
James F. Dalton
RICHARD J. FAUBERT* Director
- ----------------------------------
Richard J. Faubert
C. SCOTT GIBSON* Director
- ----------------------------------
C. Scott Gibson
JEAN-PIERRE D. PATKAY* Director
- ----------------------------------
Jean-Pierre D. Patkay
JEAN-CLAUDE PETERSCHMITT* Director
- ----------------------------------
Jean-Claude Peterschmitt
*By STEPHEN F. LOUGHLIN
----------------------------------
Stephen F. Loughlin,
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 Second Restated Articles of Incorporation of the Company and
amendments thereto (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration No. 33-
95892) and by reference to 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 Company's Registration Statement
on Form S-1 (Registration No. 33-95892)).
5.1 Opinion of Stoel Rives LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Stoel Rives (included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
June 4, 1999
Board of Directors
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
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
750,000 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
Plan 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 23.1
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 22, 1999, except as to Note 8,
which is as of March 1, 1999 relating to the consolidated financial statements,
which appears in RadiSys Corporation's Annual Report on Form 10-K for the year
ended December 31, 1998. We also consent to the incorporation by reference of
our report dated January 22, 1999 relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
June 3, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: June 4, 1999
GLENFORD J. MYERS
-----------------------------------------
Signature
Glenford J. Myers
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: June 4, 1999
STEPHEN F. LOUGHLIN
-----------------------------------------
Signature
Stephen F. Loughlin
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: May 24, 1999
WILLIAM W. LATTIN
-----------------------------------------
Signature
William W. Lattin
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: May 24, 1999
JAMES F. DALTON
-----------------------------------------
Signature
James F. Dalton
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: May 25, 1999
RICHARD J. FAUBERT
-----------------------------------------
Signature
Richard J. Faubert
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: May 23, 1999
C. SCOTT GIBSON
-----------------------------------------
Signature
C. Scott Gibson
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: June 2, 1999
-----------------------------------------
Signature
Jean-Pierre D. Patkay
-----------------------------------------
Type or Print Name
<PAGE>
POWER OF ATTORNEY
(1995 Stock Incentive Plan, as amended)
The undersigned, an officer and/or director of RadiSys Corporation (the
"Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F.
Loughlin, 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 the Company
or as an officer or director of the Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or advisable in
order to enable the Company 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 750,000 shares of Common Stock of the Company issuable
pursuant to its 1995 Stock Incentive Plan, as amended, including specifically,
but without limitation, power and authority to sign his name (whether on behalf
of the Company or as an officer or director of the 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: May 24, 1999
JEAN-CLAUDE PETERSCHMITT
-----------------------------------------
Signature
Jean-Claude Peterschmitt
-----------------------------------------
Type or Print Name
