<PAGE>
As filed with the Securities and Exchange Commission on November 22, 2000
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 401(k) Savings Plan
(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:
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 (1) Share (2) Price (2) Fee
----------------- -------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C>
Common Stock 150,000 Shares $28.00 $4,200,000 $1,108.80
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(1) The shares of Common Stock of RadiSys Corporation being
registered consist of shares to be acquired in open market
purchases under the employee benefit plan described herein.
(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 or the
RadiSys Corporation 401(k) Savings Plan pursuant to Sections 13(a) and (c), 14
and 15(d) of the Securi ties 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
<PAGE>
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.
(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
<PAGE>
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 Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
4.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form
S-8 (Registration No. 333-38966)).
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
The Company hereby undertakes to submit the RadiSys Corporation 401(k)
Savings
<PAGE>
Plan (the "Plan") and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and to make all changes required by the IRS
in order to qualify the Plan.
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.
(3) To remove from registration by means of a
post-effective
<PAGE>
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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
<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.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
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
</TABLE>
*By STEPHEN F. LOUGHLIN
--------------------------
Stephen F. Loughlin,
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 401(K) SAVINGS
PLAN
By DIANE M. WILLIAMS
----------------------------------
Title Administrative Committee Member
----------------------------------
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Description
------- --------------------
<S> <C>
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 Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
4.2 Restated Bylaws of the Company (incorporated by reference to
Exhibit 4.3 to the Company's Registration Statement on Form S-8
(Registration No. 333-38966)).
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.
</TABLE>
