SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. 1)
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)
November 19, 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).
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 OLE VOTING POWER -0-
SHARES 8 SHARED VOTING POWER 7,219,200 shares(See Item 4.)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY 10 SHARED DISPOSITIVE POWER 7,219,200 shares(See Item 4.)
EACH REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,219,200 shares (See Item 4.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.25% (See Item 4.)
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: 63-0889617
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 -0-
SHARES 8 SHARED VOTING POWER 7,219,200 shares (See Item 4.)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY 10 SHARED DISPOSITIVE POWER 7,219,200 shares (See Item 4.)
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,219,200 shares (See Item 4.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.25% (See Item 4.)
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
Michael W. Ledbetter S.S. Number: ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] (See
Item 4.)
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 U.S.A.
NUMBER OF 7 SOLE VOTING POWER -0-
SHARES 8 SHARED VOTING POWER -0- (See Item 4.)
BENEFICIALLY 9 SOLE DISPOSITIVE POWER -0-
OWNED BY 10 SHARED DISPOSITIVE POWER -0- (See Item 4.)
EACH
REPORTING
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 4.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- -0- (See Item 4.)
TYPE OF REPORTING PERSON
IN
The Statement of Beneficial Ownership on Schedule 13D of SCI Systems, Inc. and
SCI Technology, Inc. relating to the Common Stock 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;
(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"); and
(iii) Michael W. Ledbetter, an individual who is a Corporate Asset Manager for
SCI ("Ledbetter"). Mr. Ledbetter is a United States citizen. The principal
business of SCI is the design, manufacture, marketing, distribution, and
servicing of electronic products principally for the computer, a erospace,
defense, telecommunications, medical, and entertainment industries as well as
the United States Government. The business address of each of SCI and Mr.
Ledbetter is 2101 West Clinton Avenue, Huntsville, Alabama 35805.
SCI, SCI Technology, and Ledbetter 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. SCI and SCI
Technology 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. Mr. Ledbetter was a member
of the Group until November 19, 1996, and disclaims membership in the Group and
beneficial ownership with respect to such shares and the Rights as of November
19, 1996. See Item 4.
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.
Thomas"). 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 princip ally 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, Ledbetter, 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 Jul y 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 init iation 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 c reditor 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 Preferre d 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,
199 6. 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 descr iption 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. Ledbetter has attended
and participated in meetings of the Company's Board of Directors as an invited
guest of the Company's Board of Directors and, since October 1996, as a member
of the Company's Board of Directors. Ledbetter was active on the Company's
Unofficial Creditors Committee on behalf of SCI and SCI Technology. Ledbetter
resigned from the Company's Board of Directors on November 19, 1996, and
disclaims membership in the Group or beneficial ownership of any of the Shares
or the Rights on and after such date.
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, and (iv) 100,000 of the
Shares on November 22, 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 November
19, 1996, each of the Holders other than Ledbetter beneficially owned the same
7,219,200 shares of the Common Stock, which represents approximately 13.25% 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
other than Ledbetter 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. As more fully discussed in Item 4 herein, as of the close of business on
November 19, 1996 Ledbetter disclaimed beneficial ownership of any of the
Shares, the Rights, or 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 o r 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, and (v) 100,000 of the Shares
for a price of $0.8125 per share on November 22, 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 statement (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.
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 3, 1996 SCI SYSTEMS, INC.
By: /s/Michael. M. Sullivan
Name: Michael. M. Sullivan
Title: Seceretary
SCI TECHNOLOGY, INC.
By: /s/Michael. M. Sullivan
Name: Michael. M. Sullivan
Title: Seceretary
/s/ Michael W. Ledbetter
Michael W. Ledbetter
EXHIBIT INDEX
Exhibit
Number Exhibit Description
1 Term Sheet, executed in July, 1996, between Radius, Inc., IBM Credit
Corporation, and the Unofficial Creditors Committee of Radius, Inc.
(Incorporated herein by reference to exhibit of same number on Schedule 13D
filed on October 16, 1996, concerning 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. (Incorporated herein by
reference to exhibit of same number on Schedule 13D filed on October 16, 1996,
concerning 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. (Incorporated herein by
reference to exhibit of same number on Schedule 13D filed on October 16, 1996,
concerning Radius, Inc.)
4 Subscription Agreement, dated August 27, 1996, by and between Radius, Inc.
and SCI Systems, Inc. (Incorporated herein by reference to exhibit of same
number on Schedule 13D filed on October 16, 1996, concerning Radius, Inc.)
5 Registration Rights Agreement, dated as of August 30, 1996, between Radius,
Inc. and SCI Systems, Inc. (Incorporated herein by reference to exhibit of same
number on Schedule 13D filed on October 16, 1996, concerning Radius, 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.
(Incorporated herein by reference to exhibit of same number on Schedule 13D
filed on October 16, 1996, concerning Radius, Inc.)
7 Joint Filing Agreement, dated as of October 8, 1996,
between and among SCI Systems, Inc. and SCI Technology, Inc. (Incorporated
herein by reference to exhibit of same number on Schedule 13D filed on October
16, 1996, concerning Radius, Inc.)
8 Joint Filing Agreement, dated as of November 20, 1996, between and among
SCI Systems, Inc., SCI Technology, Inc., and Michael W. Ledbetter.
EXHIBIT 8
THIS JOINT FILING AGREEMENT (this "Agreement"), dated as of November 20, 1996,
is between and among SCI SYSTEMS, INC., a Delaware corporation, SCI TECHNOLOGY,
INC., an Alabama corporation, and MICHAEL W. LEDBETTER, an individual.
The parties hereto hereby agree that Amendment No. 1 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, sha ll 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 20th day of November, 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
/s/ Michael W. Ledbetter
------------------------------
MICHAEL W. LEDBETTER
