-----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, FuUSties4UCG9cfYeq33KoW9vKRsHSoQHXOWjg2NktzBGBOaMudQpJnGvwXRufDA KSGUtm5CkBbvn45X1VlJTg== 0000893877-99-000527.txt : 19990816 0000893877-99-000527.hdr.sgml : 19990816 ACCESSION NUMBER: 0000893877-99-000527 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990813 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF 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: 8-K SEC ACT: SEC FILE NUMBER: 000-26844 FILM NUMBER: 99689379 BUSINESS ADDRESS: STREET 1: 5445 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036461800 8-K 1 CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 13, 1999 --------------- RADISYS CORPORATION (Exact name of registrant as specified in its charter) Oregon 0-26844 93-0945232 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File No.) Identification No.) 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (503) 615-1100 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 2. Acquisition or Disposition of Assets On August 13, 1999, upon filing a Certificate of Merger with the Delaware Secretary of State, Texas Micro Inc., a Delaware corporation ("TMI"), was acquired by RadiSys Corporation, an Oregon corporation (the "Company"), as a result of a merger through which TMI became a wholly owned subsidiary of the Company (the "Merger"). The Merger, as contemplated by the Agreement of Reorganization and Merger dated May 24, 1999, between the Company, TMI and Tabor Merger Corp., was approved by the stockholders of TMI at a special stockholders meeting held on August 12, 1999, for which proxies were solicited pursuant to Section 14(a) of the Exchange Act, and the issuance of RadiSys common stock to stockholders of TMI in the Merger was approved by the shareholders of the Company at a special shareholders meeting held on August 12, 1999, for which proxies were solicited pursuant to Section 14(a) of the Exchange Act The Joint Proxy Statement/Prospectus dated July 7, 1999 (the "Joint Proxy Statement"), which is part of the Registration Statement on Form S-4 (No. 333-82401) filed by the Company, contains information regarding the Merger, is filed as an exhibit to this Report and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Financial statements of business acquired. The audited financial statements of TMI as of June 30, 1997 and 1998 and for each of the three years in the period ended June 30, 1998, and the accountants' report related thereto, set forth in TMI's Annual Report on Form 10-K for the fiscal year ended June 30, 1998, and the unaudited financial statements as of March 28, 1999 and for the nine month periods ended March 29, 1998 and March 28, 1999 set forth in TMI's Quarterly Report on Form 10-Q for the quarter ended March 28, 1999 are filed as exhibits to this Report and are incorporated herein by reference. (b) Pro forma financial information. The information set forth under the caption "Unaudited Pro Forma Combined Financial Statements" in the Joint Proxy Statement is incorporated herein by reference. (c) Exhibits. 2.1 Agreement of Reorganization and Merger dated as of May 24, 1999, between the Company, TMI and Tabor Merger Corp. Incorporated by reference to Appendix A to the Joint Proxy Statement. 2 99.1 Joint Proxy Statement. Incorporated by reference to the Company's Registration Statement on Form S-4 (No. 333-82401). 99.2 Financial Statements of TMI. Incorporated by reference to TMI's Annual Report on Form 10-K for the fiscal year ended June 30, 1998, and TMI's Quarterly Report on Form 10-Q for the quarter ended March 28, 1999. 3 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 13, 1999 RADISYS CORPORATION By: STEPHEN F. LOUGHLIN ------------------------------------- Stephen F. Loughlin Vice President of Finance and Administration and Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----