<PAGE>
As filed with the Securities and Exchange Commission on November 22, 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
Deferred Compensation Plan
(Full title of plan)
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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:
John R. Thomas
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to Be Price Per Offering Registration
to Be Registered Registered Unit Price Fee
------------------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Deferred Compensation
Obligations (1) $4,600,000 N/A $4,600,000 $1,214.40
Common Stock 50,000 Shares $28.00 (2) $1,400,000 (2) $ 369.60
</TABLE>
(1) The Deferred Compensation Obligations are unsecured
obligations of RadiSys Corporation to pay deferred
compensation in the future in accordance with the terms of the
RadiSys Corporation Deferred Compensation Plan.
(2) 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 $28.00, which was the average of the high and low
prices of the Common Stock on November 20, 2000 as reported
in THE WALL STREET JOURNAL for Nasdaq National Market issues.
<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.
The Company's Deferred Compensation Plan (the "Plan") will provide
directors and certain eligible employees of the Company with an opportunity to
defer a portion of their compensation. The obligations of the Company under the
Plan (the "Obligations") will be unsecured general obligations of the Company to
pay the compensation deferred in accordance with the terms of the Plan. The
Obligations will rank equally with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding.
Although the benefits under the Plan will be paid from the general assets
of the Company, the Company has established a "rabbi trust" to assist with
benefit payments under certain circumstances. Amounts held under the rabbi trust
may only be used to pay Plan benefits or to satisfy the claims of the Company's
general creditors.
<PAGE>
The amount of compensation to be deferred by each participant will be
based on elections by the participant in accordance with the terms of the Plan,
and the Obligations will generally become due on retirement, death, other
termination of employment or on such other date as the participant elects and in
the form elected by the participant in accordance with the terms of the Plan.
The Obligations will be indexed to one or more investment alternatives selected
by the participant from a range of such alternatives (including the Company's
Common Stock), and the amount of the Obligations payable to each participant
will increase or decrease based on the investment returns of the chosen
investment alternatives. However, participant deferrals will become the
Company's general assets, and, as a result, the participants will have no
ownership interest in any of the deferred compensation or the investment
alternatives. The Company may, but is not obligated to, invest the deferred
compensation in one or more of the investment alternatives. The Obligations will
be denominated and payable in United States dollars; provided, however, that any
shares of the Company's Common Stock credited to a participant's account will be
settled in Common Stock. The rabbi trust may purchase shares of the Company's
Common Stock in the open market for this purpose.
A participant's rights to any amounts credited to his or her account under
the Plan may not be sold, assigned, transferred, pledged or otherwise
encumbered. Each participant may designate a beneficiary to receive benefits
upon the participant's death. The Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall alter any amounts already credited to a participant's account under the
Plan. The total amount of Obligations under the Plan being registered pursuant
to this Registration Statement is $4,600,000.
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 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:
<PAGE>
(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 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
<PAGE>
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 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 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000.
4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (Registration
No. 333-38966).
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:
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(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.
(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
<PAGE>
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.
<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 November 22, 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 November 22, 2000.
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)
JAMES F. DALTON*
--------------------------- Director
James F. Dalton
RICHARD J. FAUBERT*
--------------------------- Director
Richard J. Faubert
<PAGE>
C. SCOTT GIBSON*
--------------------------- Director
C. Scott Gibson
JEAN-PIERRE D. PATKAY*
--------------------------- Director
Jean-Pierre D. Patkay
JEAN-CLAUDE PETERSCHMITT*
--------------------------- Director
Jean-Claude Peterschmitt
CARL NEUN*
--------------------------- Director
Carl Neun
*By STEPHEN F. LOUGHLIN
---------------------------
Stephen F. Loughlin,
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
<S> <C>
4.1 Second Restated Articles of Incorporation 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 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2000.
4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (Registration
No. 333-38966).
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.
</TABLE>
