-----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, AnLWaIhA8TGSCRE1SRUmzF95XlLy8cZb/a1lsKjcEXiktoFAi3j/wW2ZQ3ESs/7V nMH7/A5C0p4hzCmrWISXQA== 0000891554-01-503986.txt : 20010814 0000891554-01-503986.hdr.sgml : 20010814 ACCESSION NUMBER: 0000891554-01-503986 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010813 GROUP MEMBERS: DRAKE MEGER 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: 1705333 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 d26488_sctota.txt FORM SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Amendment No. 4 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: [X] This Amendment No. 4 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, amendment No. 2 filed on August 3, 2001 and amendment No. 3 filed on August 6, 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. 4 is being filed on behalf of Purchaser and Parent. Capitalized terms not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Offer to Purchase. Item 8. Interest in Securities of the Subject Company The Offer expired at 5:00 p.m., New York City time, on Friday, August 10, 2001. Under the Offer, based upon a report from the Mellon Investor Services LLC, Depositary for the Offer, Purchaser accepted for payment 15,839,793 Shares (not including shares subject to guaranteed delivery), representing 82.5% of the outstanding Shares. On August 10, 2001, Parent issued a press release announcing that it closed the tender offer and that it expects to complete the merger of Purchaser into the Company upon the completion of the requisite corporate procedures. The press release is attached as Exhibit (a)(1)(K) and is incorporated into 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 (a)(1)(J)* Press Release issued by Parent on August 6, 2001 2 (a)(1)(K) Press Release issued by Parent August 10, 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 10, 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 6, 2001 (a)(1)(K) Press Release issued by Parent on August 10, 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 NEWS RELEASE Investor Relations Contact: Brian Bronson 1-503-615-1281 brian.bronson@radisys.com Press Contact: Stuart Cohen 1-503-615-1433 stuart.cohen@radisys.com RADISYS CORPORATION SUCCESSFULLY COMPLETES MICROWARE TENDER OFFER Hillsboro, OR, August 10, 2001 - RadiSys Corporation (Nasdaq: RSYS), a leading provider of building blocks enabling next-generation Internet and Communications Systems, today announced the successful completion of the tender offer by Drake Merger Sub, Inc., its wholly owned subsidiary, for all outstanding shares of common stock of Microware Systems Corporation. As of the expiration of the tender offer at 5:00 p.m., New York City time today, the shares tendered (including shares subject to guaranteed delivery) totaled 15,896,533, representing approximately 83 percent of the outstanding shares of Microware common stock. RadiSys also announced that it intends to complete its acquisition of Microware in late August. RadiSys will complete the acquisition by merging Drake Merger Sub into Microware, with Microware remaining as a wholly owned subsidiary of RadiSys. 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. To receive these releases via email, visit our web page at www.radisys.com and subscribe to our electronic mailing list. -----END PRIVACY-ENHANCED MESSAGE-----