SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Radius, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
750470205
(CUSIP Number)
Michael M. Sullivan, Esq.
Secretary & Corporate Counsel
SCI Systems, Inc.
P.O. Box 1000
Huntsville, Alabama 35807
(302) 998-0572
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 10, 1996
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7).
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1 (a) for other parties
to whom copies are to be sent.
CUSIP No. 750470205 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Systems, Inc. I.R.S. Identification Number: 63-0583436
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,409,200 shares (See Items 4 and 5.)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 10 SHARED DISPOSITIVE POWER
5,409,200 shares (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,409,200 shares (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.93% (See Items 4 and 5.)
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 750470205 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Technology, Inc. I.R.S. Identification Number:
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b)
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Alabama
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,409,200 shares (See Items 4 and 5.)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON WITH 10 SHARED DISPOSITIVE POWER
5,409,200 shares (See Items 4 and 5.)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,409,200 shares (See Items 4 and 5.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.93% (See Items 4 and 5.)
14 TYPE OF REPORTING PERSON
CO
The Statement of Beneficial Ownership on Schedule 13D of SCI Systems,
Inc. and SCI Technology, Inc. relating to the Common Stock (as hereinafter
defined), as previously amended, is hereby amended in its entirety to read in
its entirety as follows:
Item 1. Security and Issuer
This statement relates to the Common Stock, No Par Value (the "Common
Stock"), of Radius, Inc., a California corporation having its principal
executive office at 215 Moffett Park Drive, Sunnydale, California 94089 (the
"Company").
Item 2. Identity and Background.
This statement is being filed by each of:
(i) SCI Systems, Inc. ("SCI"), a Delaware corporation whose principal
business is the design, manufacture, marketing, distribution, and servicing of
electronic products principally for the computer, aerospace, defense,
telecommunications, medical, and entertainment industries as well as the United
States Government; and
(ii) SCI Technology, Inc., an Alabama corporation and a subsidiary of
SCI whose principal business is the design, manufacture, marketing,
distribution, and servicing of electronic products principally for the computer,
aerospace, defense, telecommunications, medical, and entertainment industries as
well as the United States Government ("SCI Technology").
SCI and SCI Technology are collectively referred to herein as the
"Holders." The business address and principal place of business of each of the
Holders is 2101 West Clinton Avenue, Huntsville, Alabama 35805. The Holders
constitute a "group" (the "Group") for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, with respect to the shares of
Common Stock and the Rights (as defined in Item 3 herein) reported herein as
beneficially owned by any of SCI or SCI Technology.
The directors and executive officers of each of SCI and SCI Technology
are as follows:
(i) Olin B. King, an individual and a United States citizen ("Mr.
King"), is the Chairman of the Board of Directors, a Director, and the Chief
Executive Officer of SCI. Mr. King also is a Director and the Chief Executive
Officer of SCI Technology. The principal business of each of SCI and SCI
Technology is the design, manufacture, marketing, distribution, and servicing of
electronic products principally for the computer, aerospace, defense,
telecommunications, medical, and entertainment industries as well as the United
States Government. The business address of each of SCI, SCI Technology, and Mr.
King is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(ii) A. Eugene Sapp, an individual and a United States citizen, is a
Director and the President of SCI ("Mr. Sapp"). Mr. Sapp also is a Director and
the President of SCI Technology. The principal business of each of SCI and SCI
Technology is the design, manufacture, marketing, distribution, and servicing of
electronic products principally for the computer, aerospace, defense,
telecommunications, medical, and entertainment industries as well as the United
States Government. The business address of each of SCI, SCI Technology, and
Mr. Sapp is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(iii) Howard H. Callaway, an individual and a United States citizen, is
a Director of SCI ("Mr.Callaway"). Mr. Callaway's principal occupation is to
serve as the Chief Executive Officer of Crested Butte Mountain Resort, Inc. and
as the Chairman of Callaway Gardens Resort, Inc. The principal business of
Crested Butte Mountain Resort, Inc. and Callaway Gardens Resort, Inc. is to own
and operate vacation resorts. The business address of each of Mr. Callaway and
Callaway Gardens Resort, Inc. is c/o Callaway Gardens, U.S. Highway 27,
Pine Mountain, Georgia 31822. The business address of Crested Butte Mountain
Resort, Inc. is 500 Gothic Road, Mount Crested Butte, Colorado 81225.
(iv) William E. Fruhan, an individual and a United States citizen, is
a Director of SCI ("Mr.Fruhan"). Mr. Fruhan's principal occupation is to serve
as a Professor of Business Administration at the Graduate School of Business of
Harvard University. Harvard University is an institution of higher education.
The business address of Mr. Fruhan is Harvard University, Harvard University
Business School, Morgan Hall #487, Boston, Massachusetts. The business address
of the Graduate School of Business of Harvard University Business School is
Harvard University Business School, Boston, Massachusetts.
(v) Wayne Shortridge, an individual and a United States citizen, is a
Director of SCI. Mr. Shortridge's principal occupation is to serve as a Partner
in the law firm of Paul, Hastings, Janofsky & Walker. The business address of
Mr. Shortridge and the office of Paul, Hastings, Janofsky & Walker in which he
works is Suite 2400, 600 Peachtree Street, N.E., Atlanta, Georgia 30303.
(vi) Mr. G. Robert Tod, an individual and a United States citizen, is
a Director of SCI. Mr. Tod's principal occupation is to serve as the President
of CML Group, Inc., a specialty marketing company. The business address of each
of Mr. Tod and CML Group, Inc. is 524 Main Street, Acton, Massachusetts 01720.
(vii) Ms. Jackie M. Ward, an individual and a United States citizen,
is a Director of SCI ("Ms. Ward"). Ms. Ward's principal occupation is to serve
as the Chief Executive Officer of Computer Generation Incorporated, a provider
of turn-key communications products and data processing services to U.S. and
international markets. The business address of each of Ms. Ward and Computer
Generation Incorporated is Building G - 4th floor, 5775 Peachtree Dunwoody Road,
Atlanta, Georgia 30342.
(viii) Mr. Richard A. Holloway, an individual and a United States
citizen, is a Senior Vice President, Government Division, of SCI ("Mr.
Holloway"). The principal business of SCI is the design, manufacture, marketing,
distribution, and servicing of electronic products principally for the computer,
aerospace, defense, telecommunications, medical, and entertainment industries as
well as the United States Government. The business address of each of SCI and
Mr. Holloway is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(ix) Mr. David F. Jenkins, an individual and a United States citizen,
is a Senior Vice President, Commercial Division, Western Region, of SCI ("Mr.
Jenkins"). The principal business of SCI is the design, manufacture, marketing,
distribution, and servicing of electronic products principally for the computer,
aerospace, defense, telecommunications, medical, and entertainment industries as
well as the United States Government. The business address of each of SCI and
Mr. Jenkins is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(x) Mr. Jeffrey L. Nesbitt, an individual and a United States citizen,
is a Senior Vice President, Commercial Division, Eastern Region, of SCI ("Mr.
Nesbitt"). The principal business of SCI is the design, manufacture, marketing,
distribution, and servicing of electronic products principally for the computer,
aerospace, defense, telecommunications, medical, and entertainment industries as
well as the United States Government. The business address of each of SCI and
Mr. Nesbitt is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(xi) Mr. Peter M. Scheffler, an individual and a United States citizen,
is a Senior Vice President, Commercial Division, Asian Region, of SCI ("Mr.
Scheffler"). The principal business of SCI is the design, manufacture,
marketing, distribution, and servicing of electronic products principally for
the computer, aerospace, defense, telecommunications, medical, and entertainment
industries as well as the United States Government. The business address of each
of SCI and Mr. Scheffler is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(xii) Mr. Jerry F. Thomas, an individual and a United States citizen,
is a Senior Vice President, Commercial Division, Central Region, of SCI ("Mr.
Scheffler"). The principal business of SCI is the design, manufacture,
marketing, distribution, and servicing of electronic products principally for
the computer, aerospace, defense, telecommunications, medical, and entertainment
industries as well as the United States Government. The business address of each
of SCI and Mr. Thomas is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(xiii) Mr. Alexander A.C. Wilson, an individual and a United States
citizen, is a Senior Vice President, Commercial Division, European Region, of
SCI ("Mr. Wilson"). The principal business of SCI is the design, manufacture,
marketing, distribution, and servicing of electronic products principally for
the computer, aerospace, defense, telecommunications, medical, and entertainment
industries as well as the United States Government. The business address of each
of SCI and Mr. Wilson is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
(xiv) Mr. Michael M. Sullivan, an individual and a United States
citizen, is the Secretary and a Director of SCI Technology ("Mr. Sullivan").
Mr. Sullivan's principal occupation is serving as the Secretary and Corporate
Counsel of SCI. The principal business of SCI is the design, manufacture,
marketing, distribution, and servicing of electronic products principally for
the computer, aerospace, defense, telecommunications, medical, and entertainment
industries as well as the United States Government. The business address of
each of SCI and Mr. Sullivan is 2101 West Clinton Avenue, Huntsville, Alabama
35805.
Mr. King, Mr. Sapp, Mr. Callaway, Mr. Fruhan, Mr. Shortridge, Mr. Tod,
Ms. Ward, Mr. Holloway, Mr. Jenkins, Mr. Scheffler, Mr. Nesbitt, Mr. Thomas, Mr.
Wilson, and Mr. Sullivan are collectively referred to herein as the "Executive
Officers and Directors." Each of the Executive Officers and Directors disclaims
beneficial ownership of any of the Common Stock or the Rights (as hereinafter
defined).
During the last five years, neither SCI, SCI Systems, nor any of the
Executive Officers and Directors has been convicted in a criminal proceeding,
nor been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration
As more fully described in Item 4 herein, SCI Technology acquired
9,719,200 shares of the Common Stock (the "Shares") and rights (the "Rights") to
receive an additional 2,958,017 shares of Common Stock (the "Rights Shares") in
the event that the Company's Series A Convertible Preferred Stock, No Par Value
(the "Series A Preferred Stock"), is converted into Common Stock of the Company,
as more fully described in Item 4 below, pursuant to a plan of the Company (the
"Plan"), in satisfaction of claims of $12,282,885 (the "Claims"). The Plan is
set forth in (i) a Term Sheet, executed in July 1996 by the Company, IBM Credit
Corporation ("IBM Credit"), and The Unofficial Creditors Committee (the
"Committee") of Radius, Inc. (the "Term Sheet"); (ii) a letter, dated July 11,
1996, from L. Morris Dennis to Garrett L. Cecchini and Harvey S. Schochet, and
agreed to by the Company, IBM Credit, and the Committee, which contained
additional terms and conditions of the Plan (the "Cover Letter"); and (iii) an
Addendum To Term Sheet, executed in July 1996, among the Company, IBM Credit,
and the Committee, which changed certain terms of the Plan (the "Addendum"). SCI
is a member of the Committee. The Term Sheet is attached as Exhibit 1 hereto;
the Cover Letter is attached as Exhibit 2 hereto; and the Addendum is attached
as Exhibit 3 hereto; and the description of the Plan set forth herein is
qualified in its entirety by reference thereto. SCI Technology has been a
significant supplier of the Company, and the Claims were incurred by the Company
as a result of its purchases of graphics cards from SCI Technology in the past.
Item 4. Purpose of Transaction
The Company has informed the Holders that, as of June 30, 1996, it had
a negative net worth, was delinquent in its accounts payable, and that several
vendors had initiated legal action to collect allegedly delinquent accounts and
at least two vendors had orally threatened the Company with initiation of
insolvency or bankruptcy proceedings. The Company has informed the Holders that,
as a result, the Company established the Committee, which is comprised of eight
of the Company's larger unsecured creditors, in an effort to resolve its
delinquent accounts payable, capital deficiency, and creditor litigation issues
outside of insolvency or bankruptcy proceedings. SCI is a member of the
Committee. The Company has informed the Holders that the Company, the Committee
and IBM Credit agreed to the Plan, pursuant to which, among other things, (i)
IBM Credit received the Series A Preferred Stock in satisfaction of $3 million
of the Company's approximately $26.4 million secured indebtedness to IBM Credit
and in consideration of the restructuring of its loan with the Company, plus
warrants to purchase 600,000 shares of Common Stock, and (ii) the Company's
unsecured creditors received either shares of Common Stock or, in the case of
certain creditors, a discounted cash payment, in satisfaction of certain claims.
The Company has informed the Holders that, pursuant to the Plan, unsecured
creditors received 36,294,198 shares of Common Stock, or 60% of the outstanding
Common Stock after consummation of the Plan. The Company has informed the
Holders that an increase in the authorized number of shares of Common Stock was
necessary to implement the Plan, and that the Company obtained shareholder
approval for such increase at a special meeting of shareholders on August 27,
1996. SCI received the Shares upon consummation of the Plan on September 12,
1996 pursuant to a Subscription Agreement, dated August 27, 1996, between SCI
Systems, Inc. and the Company (the "Subscription Agreement"). A copy of the
Subscription Agreement is attached as Exhibit 4 hereto, and the description of
the Subscription Agreement set forth herein is hereby qualified in its entirety
by reference thereto.
The Company has informed the Holders that a portion of the Series A
Preferred Stock is automatically convertible into shares of Common Stock at any
time which is 90 days after the effective date of the Registration Statement (as
defined in Item 6 herein), if (i) the Registration Statement is in effect and
the use of the prospectus contained therein has not then been suspended, and
(ii) if the trading price of the Common Stock exceeds, for a period of 15
consecutive trading days, a price per share equal to $0.815 and a registration
statement with respect to the Common Stock issuable upon conversion of such
securities is in effect. The Company has informed the Holders that the
Registration Statement covers the Common Stock issuable upon such conversion and
was declared effective by the Securities and Exchange Commission on November 12,
1996.
The Company has informed the Holders that the unsecured creditors
received rights to receive an aggregate of 11,046,060 additional shares of the
Common Stock in the event that the Series A Preferred Stock is converted into
Common Stock so that the number of shares of Common Stock received by such
unsecured creditors continues to represent 60% of the outstanding Common Stock
after such conversion. SCI received the Rights upon consummation of the Plan on
September 12, 1996.
Each of the Holders so holds its direct or indirect interest, as the
case may be, in the Shares and the Rights for investment purposes.
As more fully discussed in Item 6 herein, the Holders disposed of (i)
1,500,000 of the Shares on November 19, 1996, (ii) 700,000 of the Shares on
November 20, 1996, (iii) 200,000 of the Shares on November 21, 1996, (iv)
100,000 of the Shares on November 22, 1996, (v) 100,000 of the Shares on
November 27, 1996, (vi) 100,000 of the Shares on December 3, 1996, (vii) 100,000
of the Shares on December 5, 1996, (viii) 100,000 of the Shares on December 6,
1996, (ix) 250,000 of the Shares on December 10, 1996, (x) 250,000 of the Shares
on December 12, 1996, (xi) 310,000 of the Shares on December 16, 1996, (xii)
50,000 of the Shares on December 17, 1996, (xiii) 100,000 of the Shares on
December 19, 1996, (xiv) 100,000 of the Shares on December 20, 1996, (xv)
125,000 of the Shares on December 23, 1996, (xvi) 100,000 of the Shares on
December 26, 1996, and (xvii) 125,000 of the Shares on December 27, 1996, in
each case to a market maker for the Common Stock on the NASDAQ Small Cap Market
and in response to market conditions and prices for the Common Stock. The
Holders intend to dispose of the remainder of the Shares, and may consider
disposing of the Rights, and when issued, the Rights Shares, when lawful at
any time and from time to time, depending upon market conditions and
prevailing prices for the Common Stock. The Holders have no plan or proposal,
other than as described herein, which may relate to or would result in: (a) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Company or of any of its subsidiaries; (d) any change in the
present board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company's
business or corporate structure, including but not limited to, if the Company is
a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940; (g) changes in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action
similar to any of those enumerated above. The Holder reserves the right to adopt
other plans or proposals in the future.
Item 5. Interest in Securities of Issuer
As more fully discussed in Item 4 herein, at the close of business on
December 27, 1996, each of the Holders beneficially owned the same 5,409,200
shares of the Common Stock, which represents approximately 9.93% of the shares
of the Common Stock outstanding on such date, and beneficially owned the same
rights to receive an additional 2,958,017 shares of Common Stock upon the
conversion of the Series A Preferred Stock into Common Stock as more fully
described in Item 4 above. As more fully discussed in Item 4 herein, the Holders
share power to vote, and to direct the voting of, and shares power to dispose
of, and to direct the disposition of, the Shares and the Rights.
The Company has informed the Holders that a portion of the Series A
Preferred Stock is automatically convertible into shares of Common Stock at any
time which is 90 days after the effective date of the Registration Statement, if
(i) the Registration Statement is in effect and the use of the prospectus
contained therein has not then been suspended, and (ii) if the trading price of
the Common Stock exceeds, for a period of 15 consecutive trading days, a price
per share equal to $0.815 and a registration statement with respect to the
Common Stock issuable upon conversion of such securities is in effect. The
Company has informed the Holders that the Registration Statement covers the
Common Stock issuable upon such conversion and was declared effective by the
Securities and Exchange Commission on November 12, 1996. The Company has
informed the Holders that the unsecured creditors received rights to receive an
aggregate of 11,046,060 additional shares of the Common Stock in the event that
the Series A Preferred Stock is converted into Common Stock so that the number
of shares of Common Stock received by such unsecured creditors continues to
represent 60% of the outstanding Common Stock after such conversion. SCI
received the Rights upon consummation of the Plan on September 12, 1996.
Pursuant to the rules of the Securities and Exchange Commission, therefore, the
Holders will also be deemed to be the beneficial owners of the Rights Shares at
any time after December 12, 1996 when the trading price of the Common Stock
exceeds, for a period of 15 consecutive trading days, a price per share equal to
$0.815 if the Registration Statement or another registration statement with
respect to the Common Stock issuable upon conversion of such securities is then
in effect. Were such event to occur on the date hereof, the Holders would share
voting and disposition power with respect to the Rights Shares.
During the last five years, none of the Holders have been convicted in
a criminal proceeding, nor has it been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, Federal
or State securities laws or finding any violation with respect to such laws.
SCI and SCI Technology sold (i) 1,500,000 of the Shares for a price of
$0.4375 per share on November 19, 1996, (ii) 500,000 of the Shares for a price
of $0.53125 per share on November 20, 1996, (iii) 200,000 of the Shares for a
price of $0.6875 per share on November 20, 1996, (iv) 200,000 of the Shares for
a price of $0.8125 per share on November 21, 1996, (v) 100,000 of the Shares for
a price of $0.8125 per share on November 22, 1996, (vi) 100,000 of the Shares
for a price of $0.8125 per share on November 27, 1996, (vii) 100,000 of the
Shares for a price of $.80 per share on December 3, 1996, (viii) 100,000 of the
Shares for a price of $0.70 per share on December 5, 1996, (ix) 100,000 of the
Shares for a price of $0.6875 per share on December 6, 1996, (x) 250,000 of the
Shares for a price of $0.59375 per share on December 10, 1996, (xi) 250,000 of
the Shares for a price of $0.54 per share on December 12, 1996, (xii) 250,000 of
the Shares for a price of $0.53125 per share on December 16, 1996, (xiii) 15,000
of the Shares for a price of $0.5625 per share on December 16, 1996, (xiv)
45,000 of the Shares for a price of $0.625 per share on December 16, 1996, (xv)
50,000 of the Shares for a price of $0.625 per share on December 17, 1996,
(xiii) 100,000 of the Shares for a price of $0.56 per share on December 19,
1996, (xiv) 100,000 of the Shares for a price of $0.53125 per share on December
20, 1996, (xv) 125,000 of the Shares for a price of $0.535 per share on
December 23, 1996, (xvi) 100,000 of the Shares for a price of $0.50 per share on
December 26, 1996, and (xvii) 125,000 of the Shares for a price of $0.50 per
share on December 27, 1996, in each case to a market maker for the Common
Stock on the NASDAQ Small Cap Market and in response to market conditions and
prices for the Common Stock. The Holders intend to dispose of the remainder of
the Shares, and may consider disposing of the Rights, and when issued, the
Rights Shares, when lawful at any time and from time to time, depending upon
market conditions and prevailing prices for the Common Stock. Except as set
forth above, none of the Holders beneficially owns any shares of the Common
Stock or has effected any transaction in the Common Stock during the sixty days
preceding this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Company and SCI are parties to a Registration Rights Agreement,
dated as of August 30, 1996, by and between the Company and SCI (the
"Registration Rights Agreement"). A copy of the Registration Rights Agreement
is attached as Exhibit 5 hereto, and the description of the Registration Rights
Agreement set forth herein is hereby qualified in its entirety by reference
thereto. Pursuant to the Registration Rights Agreement, the Company is
obligated, among other things, to prepare and file with the Securities and
Exchange Commission a registration statement for an offering to be made on a
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended covering, among other things, the Shares and the shares of Common Stock
issuable upon exercise of the Rights on or before September 22, 1996. Pursuant
to the Registration Rights Agreement, the Company is obligated to use its
best efforts to have such registration statement declared effective on or
before November 12, 1996 and to keep such registration statement effective
until the earlier of September 12, 1998, subject to the occurrence of certain
events. The Company has informed the Holders that such a registration statemen
(the "Registration Statement") was filed with the Securities and Exchange
Commission on September 20, 1996 but has not yet been declared effective by the
Securities and Exchange Commission.
As a part of the Plan, certain shares of Common Stock attributable to
disputed creditor claims are to be held in trust until such disputed claims are
resolved pursuant to a Creditor Trust Agreement dated as of August 23, 1996, by
and between Radius, Inc. and the Committee (the "Creditor Trust Agreement"). A
copy of the form of the Creditor Trust Agreement is attached as Exhibit 6
hereto, and the description of the Creditor Trust Agreement set forth herein is
qualified in its entirety by reference thereto.
Except as otherwise described herein, none of the Holders is a party to
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Company, including but not
limited to, the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guaranties of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
1. Term Sheet, executed in July, 1996, between Radius, Inc., IBM Credit
Corporation, and the Unofficial Creditors Committee of Radius, Inc.
2. Letter, dated July 11, 1996, from L. Morris Dennis to Garrett L. Cecchini
and Harvey S. Schochet, and agreed to by Radius, Inc., IBM Credit Corporation,
and the Unofficial Creditors Committee of Radius, Inc.
3. Addendum To Term Sheet, executed in July 1996, among Radius, Inc., IBM
Credit Corporation, and the Unofficial Creditors Committee of Radius, Inc.
4. Subscription Agreement, dated August 27, 1996, by and between Radius, Inc.
and SCI Systems, Inc.
5. Registration Rights Agreement, dated as of August 30, 1996, between Radius,
Inc. and SCI Systems, Inc.
6. Form of Creditor Trust Agreement dated as of August 23, 1996, by and between
Radius, Inc. and the Unofficial Creditors Committee of Radius, Inc.
7. Joint Filing Agreement, dated as of October 8, 1996, between and among SCI
Systems, Inc. and SCI Technology, Inc.
8. Joint Filing Agreement, dated as of November 20, 1996, between and among SCI
Systems, Inc., SCI Technology, Inc., and Michael W. Ledbetter.
9. Joint Filing Agreement, dated as of December 27, 1996, between and among SCI
Systems, Inc. and SCI Technology, Inc.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 30, 1996 SCI SYSTEMS, INC.
By: /s/ Michael M. Sullivan
-------------------------
Name: Michael M. Sullivan
Title: Secretary
SCI TECHNOLOGY, INC.
By: /s/ Michael M. Sullivan
------------------------
Name: Michael M. Sullivan
Title: Secretary
EXHIBIT INDEX
Exhibit Sequential
Number Exhibit Description Page Number
1 Term Sheet, executed in July, 1996, between Radius, Inc.,
IBM Credit Corporation, and the Unofficial Creditors
Committee of Radius, Inc.
2 Letter, dated July 11, 1996, from L. Morris Dennis to
Garrett L. Cecchini and Harvey S. Schochet, and agreed
to by Radius, Inc., IBM Credit Corporation, and the
Unofficial Creditors Committee of Radius, Inc.
3 Addendum To Term Sheet, executed in July 1996, among
Radius, Inc., IBM Credit Corporation, and the
Unofficial Creditors Committee of Radius, Inc.
4 Subscription Agreement, dated August 27, 1996, by and
between Radius, Inc. and SCI Systems, Inc.
5 Registration Rights Agreement, dated as of August 30,
1996, between Radius, Inc. and SCI Systems, Inc.
6 Form of Creditor Trust Agreement dated as of August 23, 1996,
by and between Radius, Inc. and the Unofficial Creditors
Committee of Radius, Inc.
7 Joint Filing Agreement, dated as of October 8, 1996,
between and among SCI Systems, Inc. and SCI Technology, Inc.
8 Joint Filing Agreement, dated as of November 20, 1996, between
and among SCI Systems, Inc., SCI Technology, Inc., and Michael
W. Ledbetter.
9 Joint Filing Agreement, dated as of December 27, 1996, between
and among SCI Systems, Inc. and SCI Technology, Inc.
EXHIBIT 9
THIS JOINT FILING AGREEMENT (this "Agreement"), dated as of December
27, 1996, is between and among SCI SYSTEMS, INC., a Delaware corporation, and
SCI TECHNOLOGY, INC., an Alabama corporation.
The parties hereto hereby agree that Amendment No. 2 to the Statement
of Beneficial Ownership on Schedule 13D relating, among other things, to the
beneficial ownership by the parties hereto of shares of the Common Stock, No Par
Value, of Radius, Inc., and all subsequent amendments thereto, shall be filed
with the Securities and Exchange Commission and delivered to Radius, Inc. on
behalf of each of the parties.
IN WITNESS WHEREOF, each of the undersigned have set their hand
hereunto as of this 27th day of December, 1996.
SCI SYSTEMS, INC.
By:/s/ Michael M. Sullivan
------------------------
Name: Michael M. Sullivan
Title: Secretary
SCI TECHNOLOGY, INC.
By:/s/ Michael M. Sullivan
------------------------
Name: Michael M. Sullivan
Title: Secretary
