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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) OCTOBER 18, 2000.
RADISYS CORPORATION
State of 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, OR 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)
No Change
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(Former name, former address and former fiscal year,
if changed since last report)
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ITEM 5. OTHER EVENTS.
Pursuant to the requirements of Item 11(b) of Form S-3 under the
Securities Act of 1933, as amended, the following unaudited pro forma
consolidated condensed financial statements are attached hereto and are
incorporated herein by reference:
Unaudited Pro Forma Consolidated Condensed Statement of Operations
Data for the year ended December 31, 1999 . . . . . . . . . . . . F-1
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 18, 2000
RADISYS CORPORATION
By: /s/ STEPHEN F. LOUGHLIN
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Stephen F. Loughlin
Vice President of Finance &
Administration &
Chief Financial Officer
3
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RADISYS CORPORATION
Pro Forma Consolidated Condensed Statement of Operations Data
(Unaudited)
(In thousands, except per share date)
International Business Machines Corporation ("IBM") and RadiSys Corporation (the
"Buyer" or "RadiSys") entered into a definitive agreement on February 9, 1999
under which RadiSys acquired certain assets dedicated to the design, manufacture
and sale of IBM's ARTIC communications coprocessor adapter hardware and software
for wide area network and other telephony applications (collectively referred to
as the "ARTIC Business Unit"). IBM and RadiSys also entered into a definitive
agreement on December 17, 1999 under which RadiSys acquired certain assets
dedicated to IBM's Open Computing Platform (OCP) operation (collectively
referred to as the "OCP Business Unit"). OCP develops and sells integrated
computer-based solutions based on Intel architecture, primarily to OEM's of
telecommunications equipment. Some OCP products are shipped with the IBM logo
through several distributors of mid-range computer products. RadiSys has the
right to continue to ship product with the IBM logo for one year. These
acquisitions of the ARTIC and OCP Business Units are collectively referred to as
the "Acquisitions."
The following unaudited pro forma consolidated condensed statement of
operations data has been derived from the respective historical financial
statements of RadiSys and the ARTIC and OCP Business Units. Such historical
financial statements present the direct revenues and direct operating
expenses of the ARTIC and OCP Business Units based upon the structure of the
respective transactions. The ARTIC and OCP Business Units were not operated
as stand-alone businesses within IBM.
Assets used in the ARTIC Business Unit were an integral part of the IBM
operations to provide the design, manufacture and sale of IBM's ARTIC
communications coprocessor adapter hardware and software for wide area network
and other telephony applications for use in higher level products produced by
IBM. Such activity was accounted for largely as internal cost transfers without
any formal contracts, billing or revenue tracking. Assets used in the OCP
Business Unit were an integral part of the IBM operations to provide integrated
computer-based solutions based on Intel architecture, primarily to OEM's of
telecommunications equipment.
The unaudited pro forma consolidated condensed statement of operations data
gives effect to the Acquisitions on a purchase basis as if they had been
consummated on January 1, 1999. In the opinion of management of RadiSys, all
adjustments necessary to present fairly such unaudited pro forma consolidated
condensed financial data have been made based on the terms and structure of the
Acquisitions. This unaudited pro forma consolidated condensed statement of
operations data is not necessarily indicative of what actual results would have
been if the Acquisitions had occurred at the beginning of 1999 nor do they
purport to indicate the results of future operations of RadiSys. This unaudited
pro forma consolidated condensed statement of operations data should be read in
conjunction with the historical financial statements of RadiSys and the ARTIC
and OCP Business Units.
F-1
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<TABLE>
<CAPTION>
Year Ended December 31, 1999
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RadiSys Artic OCP Pro forma Pro forma
Historical Historical Historical Adjustments References Consolidated
----------- ---------- ---------- ----------- ---------- ------------
(1) (1)
<S> <C> <C> <C> <C> <C> <C>
Total revenues $ 251,090 9,590 48,463 $ 309,143
Operating expenses:
Costs of sales 158,793 4,303 33,043 196,139
Research and development 30,464 1,098 4,812 36,374
Selling, general &
administrative 36,798 89 1,146 38,033
Goodwill & intangibles
amortization 2,460 - - 3,018 A 5,478
Combination costs 5,971 - - - 5,971
--------- --------- --------- ---------
Total operating expenses 234,486 5,490 39,001 281,995
--------- --------- --------- ---------
Income from operations 16,604 4,100 9,462 27,148
Interest and other income, net 3,073 - - (1,477) B 1,596
--------- --------- --------- ---------
Income before income taxes 19,677 4,100 9,462 28,744
Income tax provision 680 - - 3,536 C 4,216
--------- --------- --------- ---------
Net income $ 18,997 4,100 9,462 $ 24,528
========= ========= ========= =========
Per share data:
Net income
Basic $ 1.18 N/A N/A $ 1.52
Diluted $ 1.11 N/A N/A $ 1.43
Weighted average shares:
Basic 16,158 N/A N/A 16,158
Diluted 17,110 N/A N/A 17,110
</TABLE>
(1) ARTIC and OCP Business Unit historical 1999 amounts represent only
direct revenues and direct operating expenses.
(A) Amount represents patent and goodwill amortization for the year ended
December 31, 1999.
(B) Amount represents an increase in interest expense assuming the cash
consideration and resulting short term borrowing was transacted on January
1, 1999. The interest rate used is the pro rata interest rate charged to
RadiSys in 1999 of 8.5%.
(C) Amount represents the income tax effect of ARTIC and OCP Business Unit
income from operations, after pro forma adjustments for amortization and
interest income, at the statutory income tax rate of 39%.
F-2
