-----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, EVl2jFAzeJ7MKFVcR7yx7zeBV44oOP4HUCiQkdoFauAVIUzwxF/olVn0D4CpTllF yvOBqahWJcev8H63Z1+g2g== 0000893877-98-000138.txt : 19980219 0000893877-98-000138.hdr.sgml : 19980219 ACCESSION NUMBER: 0000893877-98-000138 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980217 EFFECTIVENESS DATE: 19980217 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46473 FILM NUMBER: 98544127 BUSINESS ADDRESS: STREET 1: 15025 SW KOLL PARKWAY CITY: BEAVERTON STATE: OR ZIP: 97006 BUSINESS PHONE: 5036461800 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on February 17, 1998 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- RADISYS CORPORATION (Exact name of registrant as specified in its charter) --------------- OREGON 93-0945232 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 (Address of Principal (Zip Code) Executive Offices) --------------- RadiSys Corporation 1995 Stock Incentive Plan, as amended (Full title of plan) --------------- Glenford J. Myers President and Chief Executive Officer RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 615-1100 Copy to: Todd A. Bauman Stoel Rives 900 SW Fifth Avenue, Suite 2300 Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to Be Price Per Offering Registration to Be Registered Registered Share(1) Price(1) Fee - ------------------- -------------- --------- --------- ------------ Common Stock 500,000 Shares $36.4375 $18,218,750 $5,375 - ------------------------------------------------------------------------------------------------------ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the registration fee is based on $36.4375, which was the average of the high and low prices of the Common Stock on February 11, 1998 as reported in The Wall Street Journal for Nasdaq National Market issues.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. The following documents filed by RadiSys Corporation (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 (the "Securities Act") that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the authorized capital stock of the Company con tained in the Company's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Article VII of the Company's Second Restated Articles of Incorporation (the "Articles") requires indemnification of current or former directors or officers of the Registrant to the fullest extent permitted by the Oregon Business Corporation Act (the II-1 "Act"). The effects of the Articles and the Act (the "Indemnification Provisions") are summarized as follows: (a) The Indemnification Provisions grant a right of indemnification in respect of any action, suit or proceeding (other than an action by or in the right of the Company) against expenses (including attorney fees), judgments, fines and amounts paid in settlement actually and reasonably incurred, if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct. (b) The Indemnification Provisions grant a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorney fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. (d) Because the limits of permissible indemnification under Oregon law are not clearly defined, the Indemnification Provisions may provide indemnification broader than that described in (a) and (b). (e) The Company may advance to a director or officer the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she has met the standard of conduct to be entitled to indemnification as described in (a) or (b) above and undertakes to repay any amount advanced if it is determined that the person did not meet the required standard of conduct. The Company may obtain insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or otherwise. II-2 Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. 4.1 Second Restated Articles of Incorporation of the Company and amendments to such Restated Articles (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 33-95892 (the "1995 S-1") and Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). 4.2 Restated Bylaws of the Company and amendments thereto (incorporated by reference to Exhibit 3.2 to the 1995 S-1). 5.1 Opinion of Stoel Rives. 23.1 Consent of Price Waterhouse LLP (see page II-8). 23.2 Consent of Stoel Rives (included in Exhibit 5.1). 24.1 Powers of Attorney. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change II-3 in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is II-4 against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on February 17, 1998. RadiSys Corporation By GLENFORD J. MYERS* ------------------------------------- Dr. Glenford J. Myers, Chairman of the Board, President, and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on February 17, 1998. Signature Title GLENFORD J. MYERS* Chairman of the Board, President, - ---------------------------------- and Chief Executive Officer Dr. Glenford J. Myers (Principal Executive Officer) BRIAN V. TURNER Vice President of Finance and - ---------------------------------- Administration and Chief Financial Brian V. Turner Officer (Principal Financial and Accounting Officer) WILLIAM W. LATTIN* Director - ---------------------------------- William W. Lattin II-6 JAMES F. DALTON* Director - ---------------------------------- James F. Dalton RICHARD J. FAUBERT* Director - ---------------------------------- Richard J. Faubert C. SCOTT GIBSON* Director - ---------------------------------- C. Scott Gibson JEAN CLAUDE PETERSCHMITT* Director - ---------------------------------- Jean Claude Peterschmitt *By BRIAN V. TURNER ---------------------------------- Brian V. Turner, Attorney-in-Fact II-7 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 27, 1997, which appears on page 16 of the Annual Report on Form 10-K of RadiSys Corporation for the year ended December 31, 1996. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 32 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Portland, Oregon February 13, 1998 II-8 EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number - ------ -------------------- ------ 4.1 Second Restated Articles of Incorporation of the Company and amendments to such Restated Articles (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1, File No. 33-95892 (the "1995 S-1") and Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). 4.2 Restated Bylaws of the Company and amendments thereto (incorporated by reference to Exhibit 3.2 to the 1995 S-1). 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of Price Waterhouse LLP (see page II-8). 23.2 Consent of Stoel Rives (included in Exhibit 5.1). 24.1 Powers of Attorney. II-9 EX-5.1 2 OPINION OF STOEL RIVES LLP EXHIBIT 5.1 February 17, 1998 Board of Directors RadiSys Corporation 15025 SW Koll Parkway Beaverton, Oregon 97006 We have acted as counsel for RadiSys Corporation (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 500,000 shares of common stock (the "Shares") of the Company issuable in connection with the Company's 1995 Stock Incentive Plan, as amended (the "Plan"). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion. Based on the foregoing, it is our opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the state of Oregon; and 2. The Shares have been duly authorized and, when issued pursuant to the Plans and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STOEL RIVES LLP EX-24.1 3 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY (1995 Stock Incentive Plan, as amended) KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Glenford J. Myers and Brian V. Turner, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable RadiSys Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: January 30, 1998 GLENFORD J. MYERS DR. WILLIAM W. LATTIN - ---------------------------------- ---------------------------------- Glenford J. Myers Dr. William W. Lattin BRIAN V. TURNER JAMES F. DALTON - ---------------------------------- ---------------------------------- Brian V. Turner James F. Dalton JEAN CLAUDE PETERSCHMITT RICHARD J. FAUBERT - ---------------------------------- ---------------------------------- Jean Claude Peterschmitt Richard J. Faubert C. SCOTT GIBSON ---------------------------------- C. Scott Gibson -----END PRIVACY-ENHANCED MESSAGE-----