-----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, Hzqm0bHg96khtENHztNkGoDvk+Q5A6Xb008lXvxvIA5D388J+imPmjVK8+s6kzoM nWpz6vR6+6041e5byNQ1cw== 0000893877-99-000441.txt : 19990712 0000893877-99-000441.hdr.sgml : 19990712 ACCESSION NUMBER: 0000893877-99-000441 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS MICRO INC CENTRAL INDEX KEY: 0000724621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042738973 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41620 FILM NUMBER: 99662210 BUSINESS ADDRESS: STREET 1: 5959 CORPORATE DRIVE CITY: HOUSTON STATE: TX ZIP: 77036 BUSINESS PHONE: 7135418200 MAIL ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77036 FORMER COMPANY: FORMER CONFORMED NAME: SEQUOIA SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: 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: SC 13D BUSINESS ADDRESS: STREET 1: 5445 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036461800 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Texas Micro Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.40 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 88255T-10-3 ------------------------------------------------------- (CUSIP Number) Stephen F. Loughlin, Chief Financial Officer RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 (503 615-1100 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 24, 1999 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 the 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). SCHEDULE 13D CUSIP No. 88255T-10-3 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RadiSys Corporation 93-0945232 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION All of the reporting persons are Oregon - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF -------------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,489,158** EACH -------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,489,158** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,489,158** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer This Statement relates to shares of Common Stock, $0.40 par value ("Common Stock"), of Texas Micro Inc., a corporation organized under the laws of Delaware ("TMI"). TMI's principal executive offices are located at 5959 Corporate Drive, Houston, Texas 77036. Item 2. Identity and Background This Statement is filed by RadiSys Corporation, a corporation organized under the laws of Oregon ("RadiSys"), whose business address is 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124. RadiSys' principal business is designing and manufacturing embedded computer solutions used by original equipment manufacturers for products in the telecommunications, manufacturing automation, medical devices, transportation, gaming and retail/office automation industries. During the past five years, RadiSys has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a 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. Set forth below are the names, principal occupations and business addresses of the executive officers and directors of RadiSys. Each executive officer and director is a citizen of the United States of America, except for Jean-Claude Peterschmitt who is a citizen of France. During the past five years, none of the executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a 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. Executive Officers of RadiSys: Name Position with RadiSys ---- --------------------- Dr. Glenford J. Myers Chairman of the Board, President and Chief Executive Officer Stuart F. Cohen Vice President of Marketing Ronald A. Dilbeck Vice President and General Manager, Automation Equipment Division Douglas D. Goodyear Senior Vice President of Sales Arif Kareem Vice President and General Manager, Telecommunications Division Stephen F. Loughlin Vice President of Finance and Administration and Chief Financial Officer John Sonneborn Vice President of Manufacturing Diane M. Williams Vice President of Human Resources The business address of each executive officer is 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124. 3 of 7 Directors of RadiSys: Principal Occupation, Address of Employer Name and Business Address of Director ---- ----------------------------------------- Dr. Glenford J. Myers* Chairman of the Board, President and Chief Executive Officer RadiSys Corporation James F. Dalton Vice President and General Counsel, Tektronix, Inc. MS: 63-862 26600 SW Parkway PO Box 1000 Wilsonville, OR 97070-1000 Richard J. Faubert President and CEO, SpeedFam Corporation 305 North 54th Street Chandler, AZ 85226-2416 C. Scott Gibson President, Gibson Enterprises 1900 Twin Points Road Lake Oswego, OR 97034 Dr. William W. Lattin Executive Vice President, Synopsys, Inc. 19500 NW Gibbs Drive Beaverton, OR 97006 Jean-Pierre D. Patkay Vice President of Worldwide Manufacturing, 3Com Corp. 5400 Bayfront Plaza Santa Clara, CA 95052-8145 Jean-Claude Peterschmitt* Retired General Manager, Vice President, Europe and Chairman of the European Board of Directors, Digital Equipment Corporation * Business address is 5445 NE Dawson Creek Drive, Hillsboro, OR 97124 Item 3. Source and Amount of Funds or Other Consideration See Item 4 below. Item 4. Purpose of Transaction On May 24, 1999, TMI, RadiSys and Tabor Merger Corp., a Delaware corporation and wholly-owned subsidiary of RadiSys ("Tabor"), entered into an Agreement of Reorganization and Merger (the "Merger Agreement"), a copy of which is attached hereto as Exhibit 7.6 and incorporated by reference herein. Pursuant to the terms of the Merger Agreement, Tabor would merge with and into TMI (the "Merger"), subject to certain conditions being satisfied or waived. Pursuant to the Merger Agreement, each outstanding share of TMI Common Stock, $.40 par value, would be converted into between 0.25 and 0.20 of a RadiSys common share depending on the average closing price per share of RadiSys Common Stock for the ten-day period ending two days before the date of the RadiSys and TMI special meetings. Conditions to the completion of the Merger include the receipt of regulatory approvals and approval by the shareholders of RadiSys and TMI. Also on May 24, 1999, RadiSys entered into Shareholder Voting Agreements (the "Shareholders Agreements") with certain shareholders of TMI ("Shareholders"), pursuant to which, in consideration of the covenants and agreements of RadiSys contained therein and in the Merger Agreement, and as an inducement to RadiSys to enter into the Merger Agreement, Shareholders agreed to vote at any meeting of TMI stockholders all of Shareholders' shares of TMI's voting securities in favor of the Merger and the approval and adoption of the Merger Agreement. The Shareholders Agreements also impose restrictions upon the transfer of the shares, options and warrants subject to the 4 of 7 Shareholders Agreements. The Shareholders Agreements will terminate upon the earlier of (a) the completion of the Merger or (b) the termination of the Merger Agreement. Copies of the Shareholders Agreements are included as Exhibits 7.1 through 7.5 to this Schedule 13D and are specifically incorporated herein by reference. The foregoing summaries of the Merger Agreement and the Shareholders Agreements are qualified in their entirety by reference to the full agreements which are filed as exhibits. Other than the transactions contemplated by the Merger Agreement and Shareholders Agreements, RadiSys has no plans or proposals required to be disclosed in this Item 4. Item 5. Interest in Securities of the Issuer (a) - (c) By reason of the Shareholders Agreements, RadiSys may be deemed to be the beneficial owner of 2,489,158 shares (the "Shares") of TMI Common Stock. RadiSys disclaims beneficial ownership of the Shares. The Shares represent approximately 18.0% of the outstanding shares of TMI Common Stock. Except as described in this Schedule 13D, neither RadiSys nor, to the best knowledge of RadiSys, any of the persons listed in Item 2 above beneficially owns any shares of TMI Common Stock. Except as described in this Schedule 13D, neither RadiSys nor, to the best of its knowledge, any of the persons listed in Item 2 above has effected any transactions in TMI Common Stock during the past 60 days. By virtue of the limited nature of the Shareholders Agreements, RadiSys expressly disclaims beneficial ownership of the Shares. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4 with respect to the Merger Agreement and the Shareholders Agreements. Item 7. Material to be Filed as Exhibits The following agreements are filed as exhibits: 7.1 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and J. Michael Stewart. 7.2 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Ronald Groen. 7.3 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Kermit R. Sumrall. 7.4 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Christopher M. Melson. 7.5 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and John C. Leonardo, Jr. 5 of 7 7.6 Agreement and Plan of Reorganization and Merger, dated as of May 24, 1999, among RadiSys Corporation, Texas Micro Inc. and Tabor Merger Corp. (Incorporated by reference to Appendix A to the Joint Proxy Statement/Prospectus included in RadiSys Corporation Registration Statement on Form S-4 (File No. 333-82401) filed July 7, 1999). 6 of 7 Signature After reasonable 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. Date: July 9, 1999 RADISYS CORPORATION By: STEPHEN F. LOUGHLIN ------------------------------------- Stephen F. Loughlin Vice President of Finance and Administration and Chief Financial Officer 7 of 7 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 7.1 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and J. Michael Stewart. 7.2 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Ronald Groen. 7.3 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Kermit R. Sumrall. 7.4 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and Christopher M. Melson. 7.5 Shareholder Voting Agreement dated as of May 24, 1999 between RadiSys Corporation and John C. Leonardo, Jr. 7.6 Agreement and Plan of Reorganization and Merger, dated as of May 24, 1999, among RadiSys Corporation, Texas Micro Inc. and Tabor Merger Corp. (Incorporated by reference to Appendix A to the Joint Proxy Statement/Prospectus included in RadiSys Corporation Registration Statement on Form S-4 (File No. 333-82401) filed July 7, 1999). EX-7.1 2 SHAREHOLDER VOTING AGREEMENT-J. MICHAEL STEWART EXHIBIT 7.1 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (the "Agreement") is entered into as of May 24, 1999, between the undersigned J. Michael Stewart, a shareholder (the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys Corporation, an Oregon corporation ("RadiSys"). A. Contemporaneously with the execution and delivery of this Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Tabor Merger Corp. will merge with and into TMI (the "Merger"), upon the terms and conditions set forth therein. B. The Shareholder desires that the Merger occur and that the Shareholder receive the Merger Consideration, as defined in the Merger Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Representations of Shareholder. The Shareholder represents that he (a) is the holder of 2,069,810 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement. 2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Merger and to approve and adopt the Merger Agreement. The Shareholder agrees to deliver to Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4), with the total number of his Shares and any New Shares correctly indicated thereon. 3. No Voting Trusts. After the date hereof, the Shareholder agrees that he will not, nor will he permit any entity under his control to, deposit any of his Shares in a voting trust or subject any of his Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with RadiSys. 4. No Proxy Solicitations. The Shareholder agrees that he will not, nor will he permit any entity under his control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger, (b) subject to Section 10, directly or indirectly solicit, encourage, initiate or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Transaction (as defined in the Merger Agreement) or engage in any negotiation concerning, or provide any confidential information or data to, or have any discussions with any person relating to, an Acquisition Transaction proposal, (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of TMI for the purpose of opposing or competing with the consummation of the Merger, or (d) take any action which would prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. 5. Transfer and Encumbrance. Except for gifts given without consideration where the recipient thereof agrees to execute a voting agreement in form and substance similar to this Agreement, the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber any of his Shares or New Shares during the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms. 6. Additional Purchases. During the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms, the Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial ownership of any shares of the Common Stock after the execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share in the voting of any shares of the Common Stock other than the Shares, unless he agrees to deliver to RadiSys immediately after such purchase or acquisition a proxy substantially in the form attached hereto as Exhibit A with respect to such New Shares, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4). The Shareholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party 2 hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall not be assignable without the written consent of all other parties hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 10. Shareholder Capacity. The execution of this Agreement by Shareholder shall be solely in his capacity as the beneficial owner of the Shares held by Shareholder, and Shareholder makes no agreement or understanding herein in his capacity, if any, as a director or officer of TMI. 11. Spousal Interests in Shares. To the extent that any of Shareholder's Shares constitute the community property of Shareholder and his spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to the existence and binding effect of this Agreement, by executing a spousal consent in the form attached hereto as Exhibit B, and incorporated into this Agreement by reference. 12. Miscellaneous. 12.1 This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Oregon. 12.2 If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. 3 12.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 12.4 This Agreement shall terminate upon the earliest to occur of (i) the consummation of the Merger or (ii) termination of the Merger Agreement. 12.5 All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 12.6 The obligations of the Shareholder set forth in this Agreement shall not be effective or binding upon him until after such time as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor Merger Corp. The parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. RADISYS: RADISYS CORPORATION By: GLENFORD J. MYERS ------------------------------------- Name: Glenford J. Myers Title: President and CEO SHAREHOLDER: J. MICHAEL STEWART ----------------------------------------- Name: J. Michael Stewart 4 EXHIBIT A FORM OF PROXY The undersigned, for consideration received, hereby appoints Glenford J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation, TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with an interest and is irrevocable until such time as the Shareholder Voting Agreement, dated as of May 24, 1999, among the undersigned and RadiSys Corporation terminates in accordance with its terms. Dated: __________________ _________________________________________ (Signature of Shareholder) 5 EXHIBIT B FORM OF SPOUSAL CONSENT I, the spouse of J. Michael Stewart, have read and hereby approve the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and further agree that any community interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Dated: 5/24/99, 1999 CAROL JUNE STEWART ------- ----------------------------------------- 6 EX-7.2 3 SHAREHOLDER VOTING AGREEMENT-RONALD GROEN EXHIBIT 7.2 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (the "Agreement") is entered into as of May 24, 1999, between the undersigned Ronald Groen, a shareholder (the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys Corporation, an Oregon corporation ("RadiSys"). A. Contemporaneously with the execution and delivery of this Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Tabor Merger Corp. will merge with and into TMI (the "Merger"), upon the terms and conditions set forth therein. B. The Shareholder desires that the Merger occur and that the Shareholder receive the Merger Consideration, as defined in the Merger Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Representations of Shareholder. The Shareholder represents that he (a) is the holder of 25,000 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement. 2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Merger and to approve and adopt the Merger Agreement. The Shareholder agrees to deliver to Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4), with the total number of his Shares and any New Shares correctly indicated thereon. 3. No Voting Trusts. After the date hereof, the Shareholder agrees that he will not, nor will he permit any entity under his control to, deposit any of his Shares in a voting trust or subject any of his Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with RadiSys. 4. No Proxy Solicitations. The Shareholder agrees that he will not, nor will he permit any entity under his control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger, (b) subject to Section 10, directly or indirectly solicit, encourage, initiate or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Transaction (as defined in the Merger Agreement) or engage in any negotiation concerning, or provide any confidential information or data to, or have any discussions with any person relating to, an Acquisition Transaction proposal, (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of TMI for the purpose of opposing or competing with the consummation of the Merger, or (d) take any action which would prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. 5. Transfer and Encumbrance. Except for gifts given without consideration where the recipient thereof agrees to execute a voting agreement in form and substance similar to this Agreement, the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber any of his Shares or New Shares during the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms. 6. Additional Purchases. During the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms, the Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial ownership of any shares of the Common Stock after the execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share in the voting of any shares of the Common Stock other than the Shares, unless he agrees to deliver to RadiSys immediately after such purchase or acquisition a proxy substantially in the form attached hereto as Exhibit A with respect to such New Shares, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4). The Shareholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party 2 hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall not be assignable without the written consent of all other parties hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 10. Shareholder Capacity. The execution of this Agreement by Shareholder shall be solely in his capacity as the beneficial owner of the Shares held by Shareholder, and Shareholder makes no agreement or understanding herein in his capacity, if any, as a director or officer of TMI. 12. Spousal Interests in Shares. To the extent that any of Shareholder's Shares constitute the community property of Shareholder and his spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to the existence and binding effect of this Agreement, by executing a spousal consent in the form attached hereto as Exhibit B, and incorporated into this Agreement by reference. 12. Miscellaneous. 12.1 This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Oregon. 12.2 If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. 3 12.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 12.4 This Agreement shall terminate upon the earliest to occur of (i) the consummation of the Merger or (ii) termination of the Merger Agreement. 12.5 All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 12.6 The obligations of the Shareholder set forth in this Agreement shall not be effective or binding upon him until after such time as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor Merger Corp. The parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. RADISYS: RADISYS CORPORATION By: GLENFORD J. MYERS ------------------------------------- Name: Glenford J. Myers Title: President and CEO SHAREHOLDER: RONALD GROEN ----------------------------------------- Name: Ronald Groen 4 EXHIBIT A FORM OF PROXY The undersigned, for consideration received, hereby appoints Glenford J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation, TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with an interest and is irrevocable until such time as the Shareholder Voting Agreement, dated as of May 24, 1999, among the undersigned and RadiSys Corporation terminates in accordance with its terms. Dated: __________________ _________________________________________ (Signature of Shareholder) 5 EXHIBIT B FORM OF SPOUSAL CONSENT I, the spouse of Ronald Groen, have read and hereby approve the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and further agree that any community interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Dated: 5/24/99, 1999 SUZANNE GROEN ------- ----------------------------------------- 6 EX-7.3 4 SHAREHOLDER VOTING AGREEMENT-KERMIT R. SUMRALL EXHIBIT 7.3 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (the "Agreement") is entered into as of May 24, 1999, between the undersigned Kermit R. Sumrall, a shareholder (the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys Corporation, an Oregon corporation ("RadiSys"). A. Contemporaneously with the execution and delivery of this Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Tabor Merger Corp. will merge with and into TMI (the "Merger"), upon the terms and conditions set forth therein. B. The Shareholder desires that the Merger occur and that the Shareholder receive the Merger Consideration, as defined in the Merger Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Representations of Shareholder. The Shareholder represents that he (a) is the holder of 23,062 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement. 2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Merger and to approve and adopt the Merger Agreement. The Shareholder agrees to deliver to Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4), with the total number of his Shares and any New Shares correctly indicated thereon. 3. No Voting Trusts. After the date hereof, the Shareholder agrees that he will not, nor will he permit any entity under his control to, deposit any of his 2 Shares in a voting trust or subject any of his Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with RadiSys. 4. No Proxy Solicitations. The Shareholder agrees that he will not, nor will he permit any entity under his control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger, (b) subject to Section 10, directly or indirectly solicit, encourage, initiate or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Transaction (as defined in the Merger Agreement) or engage in any negotiation concerning, or provide any confidential information or data to, or have any discussions with any person relating to, an Acquisition Transaction proposal, (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of TMI for the purpose of opposing or competing with the consummation of the Merger, or (d) take any action which would prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. 5. Transfer and Encumbrance. Except for gifts given without consideration where the recipient thereof agrees to execute a voting agreement in form and substance similar to this Agreement, the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber any of his Shares or New Shares during the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms. 6. Additional Purchases. During the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms, the Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial ownership of any shares of the Common Stock after the execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share in the voting of any shares of the Common Stock other than the Shares, unless he agrees to deliver to RadiSys immediately after such purchase or acquisition a proxy substantially in the form attached hereto as Exhibit A with respect to such New Shares, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4). The Shareholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party 3 hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall not be assignable without the written consent of all other parties hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 10. Shareholder Capacity. The execution of this Agreement by Shareholder shall be solely in his capacity as the beneficial owner of the Shares held by Shareholder, and Shareholder makes no agreement or understanding herein in his capacity, if any, as a director or officer of TMI. 13. Spousal Interests in Shares. To the extent that any of Shareholder's Shares constitute the community property of Shareholder and his spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to the existence and binding effect of this Agreement, by executing a spousal consent in the form attached hereto as Exhibit B, and incorporated into this Agreement by reference. 12. Miscellaneous. 12.1 This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Oregon. 12.2 If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. 4 12.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 12.4 This Agreement shall terminate upon the earliest to occur of (i) the consummation of the Merger or (ii) termination of the Merger Agreement. 12.5 All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 12.6 The obligations of the Shareholder set forth in this Agreement shall not be effective or binding upon him until after such time as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor Merger Corp. The parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. RADISYS: RADISYS CORPORATION By: GLENFORD J. MYERS ------------------------------------- Name: Glenford J. Myers Title: President and CEO SHAREHOLDER: KERMIT R. SUMRALL ----------------------------------------- Name: Kermit R. Sumrall 5 EXHIBIT A FORM OF PROXY The undersigned, for consideration received, hereby appoints Glenford J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation, TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with an interest and is irrevocable until such time as the Shareholder Voting Agreement, dated as of May 24, 1999, among the undersigned and RadiSys Corporation terminates in accordance with its terms. Dated: __________________ _________________________________________ (Signature of Shareholder) 6 EXHIBIT B FORM OF SPOUSAL CONSENT I, the spouse of Kermit R. Sumrall, have read and hereby approve the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and further agree that any community interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Dated: 5/24/99, 1999 LORI F. SUMRALL ------- ----------------------------------------- 7 EX-7.4 5 SHAREHOLDER VOTING AGREEMENT-CHRISTOPHER M. MELSON EXHIBIT 7.4 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (the "Agreement") is entered into as of May 24, 1999, between the undersigned Christopher M. Melson, a shareholder (the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys Corporation, an Oregon corporation ("RadiSys"). A. Contemporaneously with the execution and delivery of this Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Tabor Merger Corp. will merge with and into TMI (the "Merger"), upon the terms and conditions set forth therein. B. The Shareholder desires that the Merger occur and that the Shareholder receive the Merger Consideration, as defined in the Merger Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Representations of Shareholder. The Shareholder represents that he (a) is the holder of 1,500 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement. 2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Merger and to approve and adopt the Merger Agreement. The Shareholder agrees to deliver to Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4), with the total number of his Shares and any New Shares correctly indicated thereon. 3. No Voting Trusts. After the date hereof, the Shareholder agrees that he will not, nor will he permit any entity under his control to, deposit any of his 2 Shares in a voting trust or subject any of his Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with RadiSys. 4. No Proxy Solicitations. The Shareholder agrees that he will not, nor will he permit any entity under his control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger, (b) subject to Section 10, directly or indirectly solicit, encourage, initiate or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Transaction (as defined in the Merger Agreement) or engage in any negotiation concerning, or provide any confidential information or data to, or have any discussions with any person relating to, an Acquisition Transaction proposal, (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of TMI for the purpose of opposing or competing with the consummation of the Merger, or (d) take any action which would prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. 5. Transfer and Encumbrance. Except for gifts given without consideration where the recipient thereof agrees to execute a voting agreement in form and substance similar to this Agreement, the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber any of his Shares or New Shares during the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms. 6. Additional Purchases. During the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms, the Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial ownership of any shares of the Common Stock after the execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share in the voting of any shares of the Common Stock other than the Shares, unless he agrees to deliver to RadiSys immediately after such purchase or acquisition a proxy substantially in the form attached hereto as Exhibit A with respect to such New Shares, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4). The Shareholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party 3 hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall not be assignable without the written consent of all other parties hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 10. Shareholder Capacity. The execution of this Agreement by Shareholder shall be solely in his capacity as the beneficial owner of the Shares held by Shareholder, and Shareholder makes no agreement or understanding herein in his capacity, if any, as a director or officer of TMI. 14. Spousal Interests in Shares. To the extent that any of Shareholder's Shares constitute the community property of Shareholder and his spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to the existence and binding effect of this Agreement, by executing a spousal consent in the form attached hereto as Exhibit B, and incorporated into this Agreement by reference. 12. Miscellaneous. 12.1 This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Oregon. 12.2 If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. 4 12.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 12.4 This Agreement shall terminate upon the earliest to occur of (i) the consummation of the Merger or (ii) termination of the Merger Agreement. 12.5 All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 12.6 The obligations of the Shareholder set forth in this Agreement shall not be effective or binding upon him until after such time as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor Merger Corp. The parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. RADISYS: RADISYS CORPORATION By: GLENFORD J. MYERS ------------------------------------- Name: Glenford J. Myers Title: President and CEO SHAREHOLDER: CHRISTOPHER M. MELSON ----------------------------------------- Name: Christopher M. Melson 5 EXHIBIT A FORM OF PROXY The undersigned, for consideration received, hereby appoints Glenford J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation, TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with an interest and is irrevocable until such time as the Shareholder Voting Agreement, dated as of May 24, 1999, among the undersigned and RadiSys Corporation terminates in accordance with its terms. Dated: __________________ _________________________________________ (Signature of Shareholder) 6 EXHIBIT B FORM OF SPOUSAL CONSENT I, the spouse of Christopher M. Melson, have read and hereby approve the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and further agree that any community interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Dated: May 25, 1999 MONICA G. MELSON ------------ ----------------------------------------- 7 EX-7.5 6 SHAREHOLDER VOTING AGREEMENT-JOHN C. LEONARDO, JR. EXHIBIT 7.5 SHAREHOLDER VOTING AGREEMENT This Shareholder Voting Agreement (the "Agreement") is entered into as of May 24, 1999, between the undersigned John C. Leonardo, Jr., a shareholder (the "Shareholder") of Texas Micro Inc., a Delaware corporation ("TMI"), and RadiSys Corporation, an Oregon corporation ("RadiSys"). A. Contemporaneously with the execution and delivery of this Agreement, TMI, RadiSys and Tabor Merger Corp. are entering into an Agreement of Reorganization and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which Tabor Merger Corp. will merge with and into TMI (the "Merger"), upon the terms and conditions set forth therein. B. The Shareholder desires that the Merger occur and that the Shareholder receive the Merger Consideration, as defined in the Merger Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Representations of Shareholder. The Shareholder represents that he (a) is the holder of 369,786 shares of the Common Stock of TMI (the Shareholder's "Shares"), (b) does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) any shares of the Common Stock of TMI other than his Shares, but excluding any shares of the Common Stock which he has the right to obtain upon the exercise of stock options outstanding on the date hereof and (c) has full power and authority to make, enter into and carry out the terms of this Agreement. 2. Agreement to Vote Shares. The Shareholder agrees to vote his Shares and any New Shares (as defined in Section 6 hereof), and shall cause any holder of record of his Shares or New Shares to vote to approve the Merger and to approve and adopt the Merger Agreement. The Shareholder agrees to deliver to Glenford J. Myers, Chairman of the Board of RadiSys, immediately upon request therefor a proxy substantially in the form attached hereto as Exhibit A, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4), with the total number of his Shares and any New Shares correctly indicated thereon. 3. No Voting Trusts. After the date hereof, the Shareholder agrees that he will not, nor will he permit any entity under his control to, deposit any of his Shares in a voting trust or subject any of his Shares to any arrangement with respect to the voting of such Shares other than agreements entered into with RadiSys. 4. No Proxy Solicitations. The Shareholder agrees that he will not, nor will he permit any entity under his control to, (a) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the 1934 Act) in opposition to or competition with the consummation of the Merger, (b) subject to Section 10, directly or indirectly solicit, encourage, initiate or otherwise facilitate any inquiries or the making of any proposal or offer with respect to an Acquisition Transaction (as defined in the Merger Agreement) or engage in any negotiation concerning, or provide any confidential information or data to, or have any discussions with any person relating to, an Acquisition Transaction proposal, (c) become a member of a "group" (as such term is used in Section 13(d) of the 1934 Act) with respect to any voting securities of TMI for the purpose of opposing or competing with the consummation of the Merger, or (d) take any action which would prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement. 5. Transfer and Encumbrance. Except for gifts given without consideration where the recipient thereof agrees to execute a voting agreement in form and substance similar to this Agreement, the Shareholder agrees not to voluntarily transfer, sell, offer, pledge or otherwise dispose of or encumber any of his Shares or New Shares during the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms. 6. Additional Purchases. During the period commencing on May 24, 1999 and ending after the earlier of (a) the effective date of the Merger or (b) the date this Agreement shall be terminated in accordance with its terms, the Shareholder agrees that he will not (i) purchase or otherwise acquire beneficial ownership of any shares of the Common Stock after the execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the right to vote or share in the voting of any shares of the Common Stock other than the Shares, unless he agrees to deliver to RadiSys immediately after such purchase or acquisition a proxy substantially in the form attached hereto as Exhibit A with respect to such New Shares, which proxy shall be irrevocable to the extent permitted by law (except that such proxy shall be deemed automatically revoked upon a termination of this Agreement in accordance with Section 12.4). The Shareholder also agrees that any New Shares acquired or purchased by him shall be subject to the terms of this Agreement to the same extent as if they constituted Shares. 7. Specific Performance. Each party hereto severally acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party 2 hereto severally agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the granting of such relief on the basis that the other party has an adequate remedy at law. Each party hereto severally agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with any other party's seeking or obtaining such equitable relief. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall not be assignable without the written consent of all other parties hereto. 9. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and this Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by all the parties hereto. No waiver of any provisions hereof by any party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 10. Shareholder Capacity. The execution of this Agreement by Shareholder shall be solely in his capacity as the beneficial owner of the Shares held by Shareholder, and Shareholder makes no agreement or understanding herein in his capacity, if any, as a director or officer of TMI. 15. Spousal Interests in Shares. To the extent that any of Shareholder's Shares constitute the community property of Shareholder and his spouse, Shareholder shall obtain the spouse's acknowledgment of and consent to the existence and binding effect of this Agreement, by executing a spousal consent in the form attached hereto as Exhibit B, and incorporated into this Agreement by reference. 12. Miscellaneous. 12.1 This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Oregon. 12.2 If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid by a court of competent jurisdiction, the remainder of the provision held invalid and the application of such provision to persons or circumstances, other than the party as to which it is held invalid, shall not be affected. 3 12.3 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 12.4 This Agreement shall terminate upon the earliest to occur of (i) the consummation of the Merger or (ii) termination of the Merger Agreement. 12.5 All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. 12.6 The obligations of the Shareholder set forth in this Agreement shall not be effective or binding upon him until after such time as the Merger Agreement is executed and delivered by RadiSys, TMI and Tabor Merger Corp. The parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. RADISYS: RADISYS CORPORATION By: GLENFORD J. MYERS ------------------------------------- Name: Glenford J. Myers Title: President and CEO SHAREHOLDER: JOHN C. LEONARDO, JR. ----------------------------------------- Name: John C. Leonardo, Jr. 4 EXHIBIT A FORM OF PROXY The undersigned, for consideration received, hereby appoints Glenford J. Myers, Chairman of the Board of RadiSys Corporation, his proxy, with power of substitution, to vote all shares of common stock of Texas Micro Inc., a Delaware corporation ("TMI"), owned by the undersigned at the upcoming Special Meeting of Stockholders of TMI, and at any adjournment thereof, FOR approval and adoption of the Merger Agreement, dated as of May 24, 1999, between RadiSys Corporation, TMI and Tabor Merger Corp. (the "Merger Agreement"). This proxy is coupled with an interest and is irrevocable until such time as the Shareholder Voting Agreement, dated as of May 24, 1999, among the undersigned and RadiSys Corporation terminates in accordance with its terms. Dated: __________________ _________________________________________ (Signature of Shareholder) 5 EXHIBIT B FORM OF SPOUSAL CONSENT I, the spouse of John C. Leonardo, have read and hereby approve the foregoing Agreement. I hereby agree to be irrevocably bound by the Agreement and further agree that any community interest shall be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Dated: _____________, 1999 _________________________________________ 6 -----END PRIVACY-ENHANCED MESSAGE-----