-----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, Q28TQUrzkg2yRce0l/cCCYkGaCQpmkoqoxudIOTgk/d/YoOalNkTPo8bKcPTSz1p 3j0tb/xIppStth2Q0xPXjA== 0000891618-03-005936.txt : 20031114 0000891618-03-005936.hdr.sgml : 20031114 20031113214308 ACCESSION NUMBER: 0000891618-03-005936 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031114 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26844 FILM NUMBER: 031000188 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 8-K 1 f94660e8vk.htm FORM 8-K e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported): November 13, 2003

 

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

 

         
Oregon   0-26844   93-0945232
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number) 		  (IRS Employer
Identification No.)

 

     
5445 NE Dawson Creek Drive
Hillsboro, Oregon
(Address of Principal Executive Offices)		   97124
(Zip Code)

 

Registrant’s telephone number, including area code: (503) 615-1100

 

No Change
(Former Name or Former Address, if Changed Since Last Report)

 

Item 5. Other Events
Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

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Item 5. Other Events.

     Attached hereto as Exhibit 99.1 is a press release issued by RadiSys Corporation dated November 13, 2003, which is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(c) Exhibits

     
Exhibit    
Number   Description
 
     
99.1   Press Release issued on November 13, 2003.

 

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

         
    RADISYS CORPORATION
an Oregon corporation
 
Date: November 13, 2003   By:   /s/ Julia A. Harper
       
    Name:   Julia A. Harper
       
    Title:   Chief Financial Officer
       

 

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EXHIBIT INDEX

     
Exhibit    
Number   Description
 
     
99.1   Press Release issued on November 13, 2003.

  EX-99.1 3 f94660exv99w1.htm EXHIBIT 99.1 exv99w1

 

Exhibit 99.1

NEWS RELEASE

IR Contacts:
Julia Harper
Chief Financial Officer
1-503-615-1250
julia.harper@radisys.com

Brian Bronson
Corporate Controller and Treasurer
RadiSys Corporation
1-503-615-1281
brian.bronson@radisys.com

RADISYS CORPORATION PRICES OFFERING OF $75 MILLION
1.375% CONVERTIBLE SENIOR NOTES DUE NOVEMBER 15, 2023

     HILLSBORO, OR — November 13, 2003 — RadiSys Corporation (Nasdaq: RSYS), announced today the pricing of its offering of $75 million aggregate principal amount of its 1.375% Convertible Senior Notes due November 15, 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). The sale of the notes is expected to close on November 19, 2003. The Company has also granted the initial purchasers a 30-day option beginning on the date of initial issuance of the notes to purchase up to an additional $25 million principal amount of notes.

     The notes will bear regular interest at an annual rate of 1.375%. Regular interest will be payable semi-annually on May 15 and November 15 of each year.

     The notes will be convertible prior to maturity, if certain conditions are satisfied, into shares of RadiSys’ common stock at a conversion price of $23.5712 per share (an effective conversion rate of approximately 42.4247 shares per $1,000 principal amount of notes), subject to certain adjustments. The initial conversion price represents a 27% premium to the closing bid price on the Nasdaq National Market on November 13, 2003, which was $18.56 per share.

     The Company will have the right to redeem the notes on and after November 15, 2006 under certain circumstances and at any time after November 15, 2008.

-more-

 

 

RadiSys Page 2

     Holders of the notes will have the right to require RadiSys to repurchase the notes on November 15, 2008, November 15, 2013 and November 15, 2018 at a price of 100% of their principal amount plus accrued and unpaid interest.

     The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital and potential acquisitions and partnerships.

     This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation of sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

     The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

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