0000921895-17-002214.txt : 20170823 0000921895-17-002214.hdr.sgml : 20170823 20170823085929 ACCESSION NUMBER: 0000921895-17-002214 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170823 DATE AS OF CHANGE: 20170823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45775 FILM NUMBER: 171046243 BUSINESS ADDRESS: STREET 1: 5435 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036151100 MAIL ADDRESS: STREET 1: 5435 NE DAWSON CREEK DRIVE CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIEX Capital Advisors, LLC CENTRAL INDEX KEY: 0001619125 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-752-5750 MAIL ADDRESS: STREET 1: 825 THIRD AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Vertex Capital Advisors, LLC DATE OF NAME CHANGE: 20140910 SC 13D 1 sc13d10114005_08182017.htm THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Radisys Corporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

750459 10 9

(CUSIP Number)

ERIC SINGER

VIEX Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

 

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

August 14, 2017

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP NO. 750459 10 9

  1   NAME OF REPORTING PERSON  
         
        VIEX Opportunities Fund, LP - Series One*  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,288,357  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,288,357  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,288,357  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

__

* This Series One is part of a series of VIEX Opportunities Fund, LP, a series limited partnership.

 

2

CUSIP NO. 750459 10 9

  1   NAME OF REPORTING PERSON  
         
        VIEX GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,288,357  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,288,357  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,288,357  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP NO. 750459 10 9

 

  1   NAME OF REPORTING PERSON  
         
        VIEX Capital Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,288,357  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,288,357  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,288,357  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        IA  

  

4

CUSIP NO. 750459 10 9

 

  1   NAME OF REPORTING PERSON  
         
        Eric Singer  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,288,357  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,288,357  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,288,357  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        5.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

CUSIP NO. 750459 10 9

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.Security and Issuer.

This statement relates to the Common Stock, no par value (the “Shares”), of Radisys Corporation, a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 5435 N.E. Dawson Creek Drive, Hillsboro, Oregon 97124.

Item 2.Identity and Background.
(a)This statement is filed by:
(i)VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it;
(ii)VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One;
(iii)VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of Series One; and
(iv)Eric Singer, as managing member of each of VIEX GP and VIEX Capital.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Series One, VIEX GP, VIEX Capital and Mr. Singer is 825 Third Avenue, 33rd Floor, New York, New York 10022.

(c)       The principal business of Series One is investing in securities. The principal business of VIEX GP is acting as the general partner of Series One. The principal business of VIEX Capital is serving as the investment manager to Series One. The principal occupation of Mr. Singer is serving as the managing member of each of VIEX GP and VIEX Capital.

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been 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.

(f)       Each of Series One, VIEX GP and VIEX Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,288,357 Shares beneficially owned by Series One is approximately $4,490,374, including brokerage commissions.

6

CUSIP NO. 750459 10 9

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 39,045,215 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2017.

A.Series One
(a)As of the close of business on August 22, 2017, Series One beneficially owned 2,288,357 Shares.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,288,357
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,288,357
(c)The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

7

CUSIP NO. 750459 10 9

 

B.VIEX GP
(a)VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 2,288,357 shares owned by Series One.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,288,357
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,288,357
(c)VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
C.VIEX Capital
(a)VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the 2,288,357 Shares owned by Series One.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,288,357
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,288,357
(c)VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
D.Eric Singer
(a)Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 2,288,357 Shares owned by Series One.

Percentage: Approximately 5.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,288,357
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,288,357
(c)Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

8

CUSIP NO. 750459 10 9

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 23, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer dated August 23, 2017.

9

CUSIP NO. 750459 10 9

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 23, 2017

 

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

 

/s/ Eric Singer

  Eric Singer

 

10

CUSIP NO. 750459 10 9

 

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

VIEX opportunities fund, LP – Series one

 

Purchase of Common Stock 444,100 2.5000 07/17/2017
Purchase of Common Stock 21,659 2.5187 07/17/2017
Sale of Common Stock (74,070) 2.7436 07/19/2017
Purchase of Common Stock 50,000 2.4986 07/24/2017
Purchase of Common Stock 32,150 2.4996 07/25/2017
Purchase of Common Stock 206,481 2.4500 07/25/2017
Purchase of Common Stock 62,142 2.3597 07/28/2017
Purchase of Common Stock 91,777 2.4246 07/31/2017
Purchase of Common Stock 208,259 1.9086 08/01/2017
Purchase of Common Stock 440,000 1.7000 08/02/2017
Purchase of Common Stock 200,000 1.5920 08/03/2017
Purchase of Common Stock 50,000 1.6394 08/04/2017
Purchase of Common Stock 55,138 1.6770 08/07/2017
Purchase of Common Stock 73,170 1.6712 08/08/2017
Purchase of Common Stock 75,000 1.5800 08/09/2017
Purchase of Common Stock 10,000 1.5400 08/14/2017
Purchase of Common Stock 125,109 1.5877 08/14/2017
Purchase of Common Stock 12,400 1.5900 08/15/2017

Purchase of Common Stock 20,000 1.4200 08/17/2017
Purchase of Common Stock 20,000 1.3700 08/18/2017
Purchase of Common Stock 165,042 1.4754 08/22/2017

 

 

 EX-99.1 2 ex991to13d10114005_081817.htm JOINT FILING AGREEMENT

Exhibit 99.1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of Radisys Corporation, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: August 18, 2017

 

  VIEX Opportunities Fund, LP – Series One
   
  By: VIEX GP, LLC
General Partner
     
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX GP, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

  VIEX Capital Advisors, LLC
   
  By:

/s/ Eric Singer

    Name: Eric Singer
    Title: Managing Member

 

 

 

/s/ Eric Singer

  Eric Singer