-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ARIR1hoEBsb0hlmu9cWrs/5ZkzqhcbNymCjO7Pq1CgLvBlonUwRSdw3jkRuDWIOF IsDZqyGghS7eqT1phEfXaw== 0000891554-01-503847.txt : 20010808 0000891554-01-503847.hdr.sgml : 20010808 ACCESSION NUMBER: 0000891554-01-503847 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010807 GROUP MEMBERS: DRAKE MERGER SUB, INC. GROUP MEMBERS: RADISYS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICROWARE SYSTEMS CORP CENTRAL INDEX KEY: 0001003383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 421073916 STATE OF INCORPORATION: IA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49337 FILM NUMBER: 1699544 BUSINESS ADDRESS: STREET 1: 1500 N.W. 118TH STREET CITY: DES MOINES STATE: IA ZIP: 50325 BUSINESS PHONE: 515-223-8000 MAIL ADDRESS: STREET 1: 1500 N.W. 118TH STREET CITY: DES MOINES STATE: IA ZIP: 50325 FILED BY: 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 TO-T/A BUSINESS ADDRESS: STREET 1: 5445 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036461800 MAIL ADDRESS: STREET 1: 5445 NE DAWSON CREEK DRIVE CITY: HILLSBORO STATE: OR ZIP: 97124 SC TO-T/A 1 d26409_sctota.txt FORM SC TO T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Amendment No. 3 SCHEDULE TO TENDER OFFER STATEMENT (Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) ---------- Microware Systems Corporation (Name of Subject Company) Drake Merger Sub, Inc. (Offeror) RadiSys Corporation (Offeror) (Name of Filing Person (identifying status as offeror, issuer or other person) Common Stock, Without Par Value (Title of Class of Securities) 595150103 (CUSIP Number of Class of Securities) Annette M. Mulee RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124 (503) 615-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person) Copy to: John R. Thomas Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204-1268 (503) 224-3380 CALCULATION OF FILING FEE Transaction Amount of Valuation: $13,479,174* Filing Fee: $2,696 * Assumes purchase of 19,822,314 shares at $0.68 per share. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,696 Filing Party: RadiSys Corporation Form or Registration No.: Schedule TO-T Date Filed: July 5, 2001 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] Third-party tender offer subject to Rule 14d-1. [_] Issuer tender offer subject to Rule 13e-4. [_] Going-private transaction subject to Rule 13e-3. [_] Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 5, 2001, as amended by Amendment No. 1 filed on July 19, 2001 and amendment No. 2 filed on August 3, 2001 (as amended and supplemented, the "Schedule TO"), relating to the offer by Drake Merger Sub, Inc., an Iowa corporation ("Purchaser") and a wholly owned subsidiary of RadiSys Corporation, an Oregon corporation ("Parent"), to purchase all of the outstanding shares of common stock, without par value (the "Shares"), of Microware Systems Corporation, an Iowa corporation (the "Company"), at a purchase price of $0.68 per Share, net to the seller in cash, without interest, on the terms and subject to the conditions of the Offer to Purchase dated July 5, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). This Amendment No. 3 is being filed on behalf of Purchaser and Parent. Capitalized terms not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Offer to Purchase. Item 5. Past Contacts, Transactions, Negotiations and Agreements (a)(1)(ii) Parent announced that it has agreed to lend $250,000 to the Company to allow the Company to meet its payroll obligations pending the completion of the Offer. The Company granted Parent a security interest in all of its personal property assets to secure the loan. On August 7, 2001, Parent issued a press release announcing the foregoing. The press release is attached as Exhibit (a)(1)(J) and incorporated in this Schedule TO by reference. Item 6. Purpose of the Trasnaction and Plans or Proposals (c)(3) Parent announced that it has agreed to lend $250,000 to the Company to allow the Company to meet its payroll obligations pending the completion of the Offer. The Company granted Parent a security interest in all of its personal property assets to secure the loan. On August 7, 2001, Parent issued a press release announcing the foregoing. The press release is attached as Exhibit (a)(1)(J) and incorporated in this Schedule TO by reference. Item 12. Exhibits Exhibit Number Description (a)(1)(A)* Offer to Purchase dated July 5, 2001, as amended (a)(1)(B)* Letter of Transmittal (a)(1)(C)* Notice of Guaranteed Delivery (a)(1)(D)* Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (a)(1)(E)* Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (a)(1)(F) * Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(1)(G)* Joint Press Release issued by Parent and the Company (incorporated herein by reference to Schedule TO-C filed July 2, 2001 by Parent) (a)(1)(H)* Summary Advertisement published July 5, 2001 (a)(1)(I)* Press Release issued by Parent on August 3, 2001 2 (a)(1)(J) Press Release issued by Parent on August 7, 2001 (b) Not applicable (d)(1)* Agreement and Plan of Merger, dated as of June 29, 2001, by and among RadiSys Corporation, Drake Merger Sub, Inc. and Microware Systems Corporation (d)(2)* 19.9% Option Agreement, dated as of June 29, 2001, between RadiSys Corporation, and Microware Systems Corporation (d)(3)* Form of Shareholder's Agreement, dated June 29, 2001, by and among RadiSys Corporation, Drake Merger Sub, Inc., and certain shareholders of Microware Systems Corporation (d)(4)* Shareholder's Agreement, dated June 29, 2001 by and among RadiSys Corporation, Drake Merger Sub, Inc. and Motorola, Inc. (d)(5)* Termination and Buy-out Agreement, dated June 29, 2001, by and among Microware Systems Corporation, Elder Court, LLC, Roth Capital Partners, Inc., Carbon Mesa Partners, LLC and Anthony Soich (g)* Solicitation Agent FAQs/Guidelines (h) Not applicable - --------------- * Previously filed 3 SIGNATURE After due 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: August 7, 2001 RadiSys Corporation By /s/ Glenford J. Myers ---------------------- Glenford J. Myers Chief Executive Officer Drake Merger Sub, Inc. By /s/ Glenford J. Myers ---------------------- Glenford J. Myers President 4 EXHIBIT LIST Exhibit Number Description (a)(1)(A)* Offer to Purchase dated July 5, 2001, as amended (a)(1)(B)* Letter of Transmittal (a)(1)(C)* Notice of Guaranteed Delivery (a)(1)(D)* Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (a)(1)(E)* Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (a)(1)(F) * Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(1)(G)* Joint Press Release issued by Parent and the Company (incorporated herein by reference to Schedule TO-C filed July 2, 2001 by Parent) (a)(1)(H)* Summary Advertisement published July 5, 2001 (a)(1)(I)* Press Release issued by Parent on August 3, 2001 (a)(1)(J) Press Release issued by Parent on August 7, 2001 (b) Not applicable (d)(1)* Agreement and Plan of Merger, dated as of June 29, 2001, by and among RadiSys Corporation, Drake Merger Sub, Inc. and Microware Systems Corporation (d)(2)* 19.9% Option Agreement, dated as of June 29, 2001, between RadiSys Corporation, and Microware Systems Corporation (d)(3)* Form of Shareholder's Agreement, dated June 29, 2001, by and among RadiSys Corporation, Drake Merger Sub, Inc., and certain shareholders of Microware Systems Corporation (d)(4)* Shareholder's Agreement, dated June 29, 2001 by and among RadiSys Corporation, Drake Merger Sub, Inc. and Motorola, Inc. (d)(5)* Termination and Buy-out Agreement, dated June 29, 2001, by and among Microware Systems Corporation, Elder Court, LLC, Roth Capital Partners, Inc., Carbon Mesa Partners, LLC and Anthony Soich (g)* Solicitation Agent FAQs/Guidelines (h) Not applicable * Previously filed 5 EX-99.(A)(I)(J) 3 d26409_ex99aij.txt EXHIBIT 99(A)(I)(J) FOR IMMEDIATE RELEASE RADISYS CORPORATION LENDS $250,000 TO MICROWARE Hillsboro, OR, August 7, 2001 - RadiSys Corporation (Nasdaq: RSYS) today announced that it has agreed to lend $250,000 to Microware Systems Corporation to allow Microware to meet its payroll obligations pending the completion of the offer by Drake Merger Sub, Inc., a wholly owned subsidiary of RadiSys, to purchase all of the outstanding shares of Microware's common stock for a purchase price of $0.68 per share, net to the seller in cash. Microware granted RadiSys a security interest in all of its personal property assets to secure the loan. The expiration date of the offer is 5:00 p.m., New York City time, on Friday, August 10, 2001. Under the terms of the agreement and plan of merger dated as of June 29, 2001 among RadiSys, Drake Merger Sub and Microware, Drake Merger Sub is permitted to extend the offer until the conditions to its purchase of tendered shares are satisfied or waived. RadiSys expects to complete its acquisition of Microware as soon as practicable after the expiration of the tender offer, assuming the requisite number of shares of Microware common stock are tendered and other closing conditions are satisfied or waived. RadiSys is a leading provider of building blocks enabling next-generation Internet and communications systems. The building blocks provided to telecommunications equipment manufacturers include Intel-architecture embedded computers, network processors, DSP modules and algorithms, network interfaces and protocols, high-availability switch-fabric system platforms, and SS7/signaling blades and gateways. RadiSys' highly differentiated position in the market is a result of its focus on Intel-based technology, its broad array of building-block technology, its tight "virtual division" relationships with its customers, and its use of intellectual property to generate "perfect fit" solutions for its customers. # # # RadiSys is a registered trademark. All other products are trademarks or registered trademarks of their respective companies. To obtain copies of this press release and other RadiSys material please visit our web-site at www.radisys.com or contact investor relations at investor.relations@radisys.com or call the RadiSys Investor Line at 1-503-615-RSYS. 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