-----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, L8N347lkaKHef4PC69PHHEYh80iDbO+5hhGA5ukgBZi6ZdNLesnHq8tInT+rsFIg lvg7suis+vP8uRZGVrobJg== 0000893877-99-000517.txt : 19990816 0000893877-99-000517.hdr.sgml : 19990816 ACCESSION NUMBER: 0000893877-99-000517 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990813 EFFECTIVENESS DATE: 19990813 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: 333-85093 FILM NUMBER: 99686590 BUSINESS ADDRESS: STREET 1: 5445 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036461800 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 13, 1999 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 Texas Micro Inc. 1986 Incentive Stock Option Plan Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended Texas Micro Inc. 1990 Outside Directors' Stock Option Plan Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended (Full title of plans) --------------- 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 LLP 900 SW Fifth Avenue, Suite 2600 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(1) Share(1) Price(1) Fee - ------------------- -------------- ---------- ----------- ------------ Common Stock 726,598 Shares $30.553433 $22,200,064 $6,172 - ---------------------------------------------------------------------------------------- (1) This Registration Statement registers the following shares: Name of Plan Number of Shares ------------ ---------------- RadiSys Corporation 1995 Stock Incentive Plan, as amended 500,000 Texas Micro Inc. 1986 Incentive Stock Option Plan 67,131 Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended 129,047 Texas Micro Inc. 1990 Outside Directors' Stock Option Plan 13,296 Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended 17,124 TOTAL 726,598
The proposed maximum offering price per share and the proposed maximum aggregate offering price were estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The estimated offering prices for the shares to be issued under the Texas Micro Inc. plans were calculated based on the exercise prices of outstanding options granted under such plans as follows:
Exercise Price Aggregate Number (based on a Exercise Plan of Shares weighted average) Price ---- --------- ----------------- --------- 1986 Incentive Stock Option Plan 67,131 $17.13 $1,149,954 1996 Long-Term Incentive Plan 129,047 $13.61 $1,756,330 2 Exercise Price Aggregate Number (based on a Exercise Plan of Shares weighted average) Price ---- --------- ----------------- --------- 1990 Outside Directors' Stock Option Plan 13,296 $27.31 $ 363,114 1995 Outside Directors' Stock Option Plan, as amended 17,124 $21.50 $ 368,166
Pursuant to Rule 457(c), the estimated offering price for the shares to be issued under the RadiSys Corporation 1995 Stock Incentive Plan was calculated based on the average of the high and low prices of the Common Stock on August 11, 1999 as reported in The Wall Street Journal for Nasdaq National Market issues. 3 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 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 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 contained 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 and Article V of the Company's Restated Bylaws require indemnification of current or former directors of the Company to the fullest extent permitted by law. The right to and amount of 4 indemnification will ultimately be subject to determination by a court that indemnification in the circumstances presented is consistent with public policy and other provisions of law. It is likely, however, that Article VII of the Company's Second Restated Articles of Incorporation and Article V of the Company's Restated Bylaws would require indemnification at least to the extent that indemnification is authorized by the Oregon Business Corporation Act. The effect of the indemnification provisions contained in Article VII of the Company's Second Restated Articles of Incorporation, Article V of the Company's Restated Bylaws and the Oregon Business Corporation Act (the "Indemnification Provisions") is 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) The Company may not indemnify a director unless it is determined by (1) a majority of a quorum of disinterested directors or a committee of disinterested directors, (2) independent legal counsel or (3) the shareholders that indemnification is proper because the applicable standard of conduct has been met. Indemnification can also be ordered by a court if the court determines that indemnification is fair in view of all of the relevant circumstances. (e) The Company will advance to a director the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director 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 5 amount advanced if it is determined that the person did not meet the required standard of conduct. Under the Oregon Business Corporation Act, an officer of the Company is entitled to mandatory indemnification to the same extent as a director of the Company if he or she was wholly successful on the merits of a controversy described in (a) or (b) above. The Company has obtained insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The Company has also entered into indemnification agreements with certain of the Company's directors. The indemnification agreements in part incorporate the indemnification provisions of the Oregon Business Corporation Act as described above. The indemnification provisions also alter or clarify the statutory indemnity in certain respects. The most significant effects of the indemnification agreements are to add indemnification for settlements of derivative lawsuits and for proceedings involving a breach of fiduciary duty, subject to specified exceptions. The indemnification agreements also set forth certain procedures that apply in the event of a claim for indemnification or advancement of expenses. 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. Item 7. Exemption From Registration Claimed. ------------------------------------ Not Applicable. Item 8. Exhibits. --------- 4.1 Second Restated Articles of Incorporation of the Company and amendments thereto (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-95892) and by reference to 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 Company's Registration Statement on Form S-1 (Registration No. 33-95892)). 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). 6 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 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. 7 (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 undersigned registrant 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 registrant 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 against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant 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 August 12, 1999. RADISYS CORPORATION By STEPHEN F. LOUGHLIN -------------------------------------- Stephen F. Loughlin, Vice President of Finance and Administration and Chief Financial 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 August 12, 1999. Signature Title --------- ----- GLENFORD J. MYERS* Chairman of the Board, President, - ---------------------------------- and Chief Executive Officer Glenford J. Myers (Principal Executive Officer) STEPHEN F. LOUGHLIN Vice President of Finance and - ---------------------------------- Administration and Chief Financial Stephen F. Loughlin Officer (Principal Financial and Accounting Officer) WILLIAM W. LATTIN* Director - ---------------------------------- William W. Lattin 9 JAMES F. DALTON* Director - ---------------------------------- James F. Dalton RICHARD J. FAUBERT* Director - ---------------------------------- Richard J. Faubert C. SCOTT GIBSON* Director - ---------------------------------- C. Scott Gibson JEAN-PIERRE D. PATKAY* Director - ---------------------------------- Jean-Pierre D. Patkay Director - ---------------------------------- Jean-Claude Peterschmitt *By STEPHEN F. LOUGHLIN ---------------------------------- Stephen F. Loughlin, Attorney-in-Fact EXHIBIT INDEX Exhibit Number Document Description - ------- -------------------- 4.1 Second Restated Articles of Incorporation of the Company and amendments thereto (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33- 95892) and by reference to 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 Company's Registration Statement on Form S-1 (Registration No. 33-95892)). 5.1 Opinion of Stoel Rives LLP. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Stoel Rives (included in Exhibit 5.1). 24.1 Powers of Attorney. EX-5.1 2 OPINION OF STOEL RIVES LLP EXHIBIT 5.1 STOEL RIVES LLP --------------- ATTORNEYS Standard Insurance Center 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204-1268 Telephone (503) 224-3380 Fax (503) 220-2480 TDD (503) 221-1045 August 12, 1999 Board of Directors RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 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 726,598 shares of common stock (the "Shares") of the Company of which 500,000 shares are issuable in connection with the Company's 1995 Stock Incentive Plan, as amended, 67,131 shares are issuable in connection with the Texas Micro Inc. 1986 Incentive Stock Option Plan, 129,047 shares are issuable in connection with the Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended, 13,296 shares are issuable in connection with the Texas Micro Inc. 1990 Outside Directors' Stock Option Plan and 17,124 shares are issuable in connection with the Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended (collectively, the "Plans"). 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 applicable Plan and the Agreement of Reorganization and Merger dated as of May 24, 1999, by and among the Company, Texas Micro Inc. and Tabor Merger Corp. 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-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 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 22, 1999, except as to Note 8, which is as of March 1, 1999 relating to the consolidated financial statements, which appears in RadiSys Corporation's Annual Report on Form 10-K for the year ended December 31, 1998. We also consent to the incorporation by reference of our report dated January 22, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. PRICEWATERHOUSECOOPERS LLP Portland, Oregon August 12, 1999 EX-24.1 4 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 5, 1999 GLENFORD J. MYERS ----------------------------------------- Signature Glenford J. Myers ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 9, 1999 STEPHEN F. LOUGHLIN ----------------------------------------- Signature Stephen F. Loughlin ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 4, 1999 WILLIAM W. LATTIN ----------------------------------------- Signature William W. Lattin ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 4, 1999 JAMES F. DALTON ----------------------------------------- Signature James F. Dalton ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 4, 1999 RICHARD J. FAUBERT ----------------------------------------- Signature Richard J. Faubert ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 5, 1999 C. SCOTT GIBSON ----------------------------------------- Signature C. Scott Gibson ----------------------------------------- Type or Print Name POWER OF ATTORNEY (Form S-8) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Glenford J. Myers and Stephen F. Loughlin, 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 the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company's 1995 Stock Incentive Plan, as amended, and pursuant to stock option plans of Texas Micro Inc., including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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: August 5, 1999 JEAN-PIERRE D. PATKAY ----------------------------------------- Signature Jean-Pierre D. Patkay ----------------------------------------- Type or Print Name -----END PRIVACY-ENHANCED MESSAGE-----