Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
dated December 28, 2000 SEC File No. 333-49092
(To Prospectus dated November 24, 2000)
RADISYS CORPORATION
$100,000,000
5 1/2% Convertible Subordinated Notes Due 2007 and the Common Stock Issuable
upon Conversion of the Notes
This is a supplement to the Prospectus dated November 24, 2000 (File
No. 333- 49092), as previously supplemented by Prospectus Supplement No. 1 dated
December 14, 2000, filed by RadiSys Corporation. All references to the
Prospectus in this Prospectus Supplement No. 2 refer to the Prospectus as
supplemented. Any cross references in this Prospectus Supplement No. 2 refer to
portions of the Prospectus.
The purpose of this Prospectus Supplement No. 2 is to supplement the
information set forth in the Prospectus regarding the selling securityholders.
The table below includes for each additional selling securityholder:
o its name;
o principal amount of notes beneficially owned as of December 20,
2000 that may be offered and sold using the Prospectus;
o principal amount of notes beneficially owned as of December 20,
2000 shown as a percentage of notes outstanding;
o number of shares of the underlying common stock that may be
offered and sold using the Prospectus; and
o number of shares of the underlying common stock shown as a
percentage of RadiSys common stock outstanding.
All of the information regarding beneficial ownership set forth below
was furnished to us by the selling securityholder named below. The aggregate
principal amount of notes shown to be beneficially owned by the additional
selling securityholder named below, when added to the aggregate principal amount
of notes shown to be beneficially owned by the selling securityholders named in
the table contained in the Prospectus, may be in excess of the total amount
registered due to sales or transfers exempt from the registration requirements
of the Securities Act of 1933 since the dates as of which the selling
securityholders named in the Prospectus provided to us the information regarding
their notes.
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<PAGE>
<TABLE>
<CAPTION>
Principal Number of
amount of shares of
notes common Percentage of
beneficially Percentage of stock that common
owned that notes may be stock
Name of selling securityholder may be sold outstanding sold(1) outstanding(2)
------------------------------- ----------------- ------------- ---------- --------------
<S> <C> <C> <C>
Sage Capital $ 3,500,000 3.50% 51,619 *
</TABLE>
---------------
*Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
$67.8038 per share of common stock. This conversion price, however, will be
subject to adjustment as described under "Description of Notes--Conversion
Rights." As a result, the amount of common stock issuable upon conversion
of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(1) of the Exchange Act using 17,350,141
shares of common stock outstanding as of December 22, 2000. In calculating
this amount, we treated as outstanding the number of shares of common stock
issuable upon conversion of all of that particular holder's notes. We did
not assume, however, the conversion of any other holder's notes. The
selling securityholder named above does not beneficially own any of our
common stock other than the common stock issuable upon conversion of the
notes.
The selling securityholder named above may have sold or transferred, in
transactions exempt from the registration requirements of the Securities Act of
1933, some or all of its notes since the date as of which the information in the
above table was supplied to us. Information about the selling securityholder
named above may change over time. Any changed information will be set forth in
prospectus supplements, if required.
Because the selling securityholder named above may offer some or all of
its notes or the underlying common stock from time to time, we cannot estimate
the amount of the notes or underlying common stock that will be held by the
selling securityholder upon the termination of this offering. See "Plan of
Distribution."
The date of this Prospectus Supplement No. 2 is December 28, 2000.
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