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As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
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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)
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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
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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 1,300,000 Shares $47.3125 $61,506,250 $16,237.65
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(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 $47.3125, which was the average of the high and low
prices of the Common Stock on June 2, 2000 as reported in THE WALL STREET
JOURNAL for Nasdaq National Market issues.
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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
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directors of the Company to the fullest extent permitted by law. The right to
and amount of indemnification will ultimately be 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.
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(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 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 Amendment to Second Restated Articles of Incorporation of the
Company.
4.3 Restated Bylaws of the Company.
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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).
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
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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 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.
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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 9, 2000.
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 9, 2000.
Signature Title
--------- -----
GLENFORD J. MYERS* Chairman of the Board,
------------------ and Chief Executive Officer
President, (Principal Executive Officer)
Glenford J. Myers
STEPHEN F. LOUGHLIN Vice President of Finance and
------------------- Administration and Chief Financial
Stephen F. Loughlin Officer (Principal Financial and
Accounting Officer)
JAMES F. DALTON* Director
----------------
James F. Dalton
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RICHARD J. FAUBERT* Director
-------------------
Richard J. Faubert
C. SCOTT GIBSON* Director
----------------
C. Scott Gibson
JEAN-PIERRE D. PATKAY* Director
----------------------
Jean-Pierre D. Patkay
------------------------ Director
Jean-Claude Peterschmitt
------------------------ Director
Carl Neun
*By STEPHEN F. LOUGHLIN
-------------------
Stephen F. Loughlin,
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Document Description
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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 Amendment to Second Restated Articles of Incorporation of the Company.
4.3 Restated Bylaws of the Company.
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).
24.1 Powers of Attorney.
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