-----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, DKgce9FTjpV7OApdrtHqcMWzmAMPphdK/HLwpsSkwycv36yevua2XKWcK0RWeUtf yfVjEdPqUFqC8svOAcbgZA== 0000912057-96-013686.txt : 19960703 0000912057-96-013686.hdr.sgml : 19960703 ACCESSION NUMBER: 0000912057-96-013686 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960429 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960702 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26844 FILM NUMBER: 96590164 BUSINESS ADDRESS: STREET 1: 15025 SW KOLL PARKWAY CITY: BEAVERTON STATE: OR ZIP: 97006 BUSINESS PHONE: 5036461800 8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 8-K/A AMENDMENT NO. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 29, 1996 ________________________________________ RADISYS CORPORATION (Exact name of registrant as specified in its charter) State of Oregon 0-26844 93-0945232 (State or other (Commission (IRS Employer jurisdiction of File No.) Identification No.) incorporation of organization) 15025 S.W. Koll Parkway Beaverton, Oregon 97006 (Address of principal executive offices) (503) 646-1800 (Registrant's telephone number, including area code) No Change (Former name or address, if changed since last report) _________________________________________ ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Presented on pages 3 through 9 are (i) the Report of Ernst & Young LLP, independent auditors, and the accompanying audited statements of assets acquired of the iRMX/Multibus Operation of Intel Corporation ("Multibus") as of December 30, 1995 and December 31, 1994 and the related statements of net revenues and direct expenses for the three years in the period ended December 30, 1995 and (ii) the unaudited statements of assets acquired of Multibus as of March 30, 1996 and the related statements of net revenues and direct expenses for the three-month periods ended March 30, 1996 and April 1, 1995. FINANCIAL STATEMENTS IRMX/MULTIBUS OPERATION OF INTEL CORPORATION YEARS ENDED DECEMBER 30, 1995, DECEMBER 31, 1994, AND DECEMBER 25, 1993 WITH REPORT OF INDEPENDENT AUDITORS iRMX/Multibus Operation of Intel Corporation Financial Statements Years ended December 30, 1995, December 31, 1994, and December 25, 1993 CONTENTS Report of Ernst & Young LLP, Independent Auditors ....................... 1 Audited Financial Statements Statements of Assets Acquired............................................ 2 Statements of Net Revenues and Direct Expenses........................... 3 Notes to Financial Statements............................................ 4 Report of Ernst & Young LLP, Independent Auditors The Board of Directors and Shareholders Intel Corporation We have audited the accompanying statements of assets acquired of the iRMX/Multibus Operation (OMO) of Intel Corporation as of December 30, 1995 and December 31, 1994, and the related statements of net revenues and direct expenses for the three years in the period ended December 30, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 1, the accompanying financial statements were prepared solely to present the assets of OMO acquired by RadiSys Corporation pursuant to the purchase agreement dated April 29, 1996, and the related net revenues and direct expenses of OMO, and are not intended to be a complete presentation of the assets and liabilities or the results of operations of the iRMX/Multibus Operation of Intel Corporation. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets acquired of the iRMX/Multibus Operation of Intel Corporation at December 30, 1995 and December 31, 1994, and the net revenues and direct expenses for the three years in the period ended December 30, 1995, in conformity with generally accepted accounting principles. Ernst & Young LLP San Jose, California June 14, 1996 iRMX/Multibus Operation of Intel Corporation Statements of Assets Acquired (In Thousands) DECEMBER 30, DECEMBER 31, MARCH 30, 1995 1994 1996 -------------------------------------------- (Unaudited) Inventory: Raw materials $3,229 $2,491 $2,417 Work-in-process 1,141 1,929 708 Finished goods 3,606 3,258 4,054 -------------------------------------------- Total inventory 7,976 7,678 7,179 Property, plant, and equipment: Machinery and equipment 6,673 6,572 6,673 Accumulated depreciation 6,362 6,173 6,384 -------------------------------------------- Net property, plant, and equipment 311 399 289 -------------------------------------------- Assets acquired $8,287 $8,077 $7,468 -------------------------------------------- -------------------------------------------- See accompanying notes. iRMX/Multibus Operation of Intel Corporation Statements of Net Revenues and Direct Expenses (In Thousands)
YEARS ENDED THREE MONTHS ENDED DECEMBER 30, DECEMBER 31, DECEMBER 25, MARCH 30, APRIL 1, 1995 1994 1993 1996 1995 -------------------------------------------------------------------------- (Unaudited) Net revenues $75,127 $76,937 $78,422 $14,787 $15,834 Direct expenses: Cost of sales 32,635 40,395 41,902 6,873 7,492 Operating expenses: Research and development 1,206 2,128 2,272 297 304 Selling, marketing, and administrative 2,595 3,386 4,487 522 723 -------------------------------------------------------------------------- Total operating activities 3,801 5,514 6,759 819 1,027 -------------------------------------------------------------------------- Total direct expenses 36,436 45,909 48,661 7,692 8,519 -------------------------------------------------------------------------- Net revenues less direct expenses $38,691 $31,028 $29,761 $7,095 $7,315 -------------------------------------------------------------------------- -------------------------------------------------------------------------- See accompanying notes.
1. BASIS OF PRESENTATION Intel Corporation (Intel or the Company) has a fiscal year that ends the last Saturday in December. Fiscal years 1995 and 1993, each a 52-week year, ended on December 30 and December 25, respectively. Fiscal 1994 was a 53-week year and ended on December 31, 1994. The iRMX/Multibus Operation (OMO) has operated as a business operation of Intel Corporation. The accompanying financial statements were prepared to present the assets of OMO acquired by RadiSys Corporation, pursuant to the purchase agreement dated April 29, 1996, and the related net revenues and direct expenses of OMO. The financial statements are not intended to be a complete presentation of the results of operations of OMO. The OMO business consists of Multibus boards and related software which are sold into the Embedded Industrial Bus Computing marketplace. The principal markets for these products are in the U.S., Europe, Japan, and Asia Pacific. The OMO business had no separate legal status as it was an integral part of Intel Corporation's overall operations. As a result, separate financial statements have not been maintained for the operations acquired by RadiSys Corporation. The accompanying financial statements have been prepared from the historical accounting records of Intel Corporation and do not purport to reflect the assets and the net revenues and direct expenses that would have resulted if OMO had operated as an unaffiliated independent company. Since only certain assets are being acquired, statements of cash flows are not applicable. Accounts denominated in foreign currencies have been remeasured into the functional currency in accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation," (FAS 52) using the U.S. dollar as the functional currency. Intel records certain remeasurement adjustments at the corporate level. Accordingly, estimates have been made to reflect estimated adjustments necessary to reflect revenues derived from sales in foreign currencies in accordance with FAS 52. Intel believes that these adjustments are reasonable. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. The unaudited interim financial statements are not necessarily indicative of future financial performance. 2. SIGNIFICANT ACCOUNTING POLICIES INVENTORY Inventory is stated at the lower of cost or market. Cost is computed on a currently adjusted standard basis which approximates actual cost on a first-in, first-out basis. 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment are stated at cost. Depreciation is computed for financial reporting purposes principally by the use of the straight-line method over the estimated useful lives (four years) of the assets. Direct operating expenses include depreciation expense of $189,000, $473,000, and $577,000 for the years ended December 30, 1995, December 31, 1994, and December 25, 1993, respectively, and $22,000 and $47,000 for the three months ended March 30, 1996 and April 1, 1995, respectively, related to the assets acquired. REVENUES Net revenues per the accompanying financial statements represent billings by Intel Corporation for the products acquired by RadiSys Corporation. Although Intel maintains reserves for returns and defers revenue on sales to distributors at the consolidated level, it does not record or maintain such information at a product line level. Accordingly, adjustments have been made to reflect estimated sales returns in accordance with FAS 48. Intel believes that these estimates are reasonable. No customer exceeded 10% of revenues in 1993 or 1994. Two significant customers accounted for 17% and 11% of revenues in 1995. DIRECT EXPENSES The caption "Direct Expenses" on the accompanying financial statements represents that portion of the total Direct Expenses of Intel Corporation incurred by OMO and/or allocated to OMO by Intel Corporation. OMO does not have separate and unique manufacturing, cost of sales, research and development, or selling, marketing, and administrative expenses. Intel allocates corporate services, facilities, information services, and other selling, general and administrative services, etc., based on estimated usage determined by actual headcount. There is no allocation of interest income, interest expense, or income taxes. Cost of sales is computed based on absorption of manufacturing costs using an allocation model for overhead charges and is not necessarily indicative of the costs that would have been incurred by an independent third party purchaser. These direct expenses are not necessarily indicative of the expenses that would have been incurred had OMO operated as a stand-alone business. 3. SUBSEQUENT EVENT On April 29, 1996, the assets of OMO on the accompanying statement of assets acquired were acquired by RadiSys Corporation. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED) (b) Pro Forma Financial Information Presented on pages 11 through 15 are the unaudited pro forma condensed combined balance sheet as of March 31, 1996 prepared as if the Multibus acquisition occurred at that date, and the unaudited pro forma condensed combined statement of operations for the three months ended March 31, 1996 and the twelve months ended December 31, 1995 as if the Multibus acquisition occurred at the beginning of the respective periods. The acquisition was financed by the issuance of shares of common stock ("Common Stock") of RadiSys Corporation (the "Company"), warrants to purchase additional shares of Common Stock and cash on hand using the purchase method of accounting. The unaudited pro forma financial statements reflect, among other adjustments, purchase accounting and estimated fair market value allocation of the assets acquired and the obligations assumed. In the opinion of management of the Company, all adjustments necessary to present fairly such pro forma financial statements have been made based on the terms and structures of the transaction. These unaudited pro forma financial statements are not necessarily indicative of what actual results would have been had the Multibus acquisition occurred at the beginning of the respective periods nor do they purport to indicate the results of future operations of the Company. These unaudited pro forma financial statements should be read in conjunction with the accompanying notes and the historical financial statements and notes thereto of the Company. PRO FORMA CONDENSED COMBINED BALANCE SHEET RADISYS CORPORATION AND IRMX/MULTIBUS OPERATION OF INTEL CORPORATION MARCH 31, 1996 (Unaudited) (In Thousands)
RADISYS IRMX/ PRO FORMA PRO FORMA CORPORATION MULTIBUS ADJUSTMENTS NOTES COMBINED ---------------------------------------------------------------------- ASSETS: Cash and cash equivalents $ 20,049 $ 20,049 Receivables 7,275 7,275 Inventories 5,453 $ 7,179 $ 3,257 (b) 15,889 Other current assets 1,991 225 (c) 2,216 --------------------------------------------- --------------- Total current assets 34,768 7,179 3,482 45,429 --------------------------------------------- --------------- Equipment 8,483 6,673 (4,084) (d) 11,072 Accumulated depreciation (4,162) (6,384) 6,384 (d) (4,162) --------------------------------------------- --------------- Equipment, net 4,321 289 2,300 6,910 --------------------------------------------- --------------- Other assets 786 786 --------------------------------------------- --------------- Total assets $ 39,875 $ 7,468 $ 5,782 $ 53,125 --------------------------------------------- --------------- --------------------------------------------- --------------- LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities $ 3,656 $ 350 (a) $ 4,006 --------------------------------------------- --------------- Long term obligations 826 1,200 (a) 2,026 --------------------------------------------- --------------- Shareholders' equity Common stock 33,633 10,500 (a) 44,133 Warrants for common stock 1,200 (a) 1,200 Cumulative translation adjustment (90) (90) Retained earnings 1,850 1,850 --------------------------------------------- --------------- 35,393 11,700 47,093 --------------------------------------------- --------------- Total liabilities and shareholders' equity $ 39,875 - $ 13,250 $ 53,125 --------------------------------------------- --------------- --------------------------------------------- ---------------
RADISYS CORPORATION NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET NOTE 1 - The pro forma condensed combined balance sheet has been prepared to reflect the acquisition of the iRMX/Multibus operation of Intel Corporation, as if the acquisition occurred as of the balance sheet date, for 1.3 million shares of the Company's common stock ("Common Stock") and warrants to purchase an additional 300,000 shares of Common Stock exercisable within 24 months at prices per share ranging from $13.50 to $15.00, plus an aggregate of $1.2 million in cash to be paid in 1997. The pro forma condensed combined balance sheet is not necessarily indicative of balances which would have resulted had the acquisitions actually occurred on the balance sheet date. Pro forma adjustments are made to reflect the following: a. The issuance of 1.3 million shares of the Company's common stock ("Common Stock") and warrants to purchase an additional 300,000 shares of Common Stock exercisable within 24 months at prices per share ranging from $13.50 to $15.00, plus an aggregate of $1.2 million in cash to be paid in 1997. Also accrual of direct costs of acquisition estimated to be approximately $350,000. b. Adjustment to reflect aggregate of inventory to be delivered to RadiSys Corporation in connection with the acquisition, plus adjustment of $1.3 million to state inventory balances at their assumed fair market value at acquisition. c. Adjustment to reflect purchased in process research and development at its assumed fair market value. d. Adjustment to state fixed asset balances at their assumed fair market value at acquisition. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS RADISYS CORPORATION AND IRMX/MULTIBUS OPERATION OF INTEL CORPORATION FOR THE THREE MONTHS ENDED MARCH 31, 1996 (Unaudited) (In thousands, except per share amounts)
RADISYS IRMX/ PRO FORMA PRO FORMA CORPORATION MULTIBUS ADJUSTMENTS Notes COMBINED ------------------------------------------------------------------------------------ Net revenues $ 11,065 $ 14,787 $ 25,852 Cost of sales 7,398 6,873 $ 4,200 (a),(b) 18,471 ------------------------------------------------- ------------------- 3,667 7,914 (4,200) 7,381 Research and development 1,130 297 700 (c),(d),(e) 2,127 Selling, marketing, and administrative 1,903 522 1,400 (d) 3,825 ------------------------------------------------- ------------------- Income from operations 634 7,095 (6,300) 1,429 Interest income 253 253 ------------------------------------------------- ------------------- Income before income tax provision 887 7,095 (6,300) 1682 Income tax provision 337 235 (f) 572 ------------------------------------------------- ------------------- Net income $ 550 $ 7,095 $ (6,535) $ 1,110 ------------------------------------------------- ------------------- ------------------------------------------------- ------------------- Net income per share $ 0.09 $ 0.14 ------------------- ------------------- ------------------- ------------------- Weighted average shares outstanding 6,162 1,600 (g) 7,762 ------------------- ------------------- ------------------- -------------------
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS RADISYS CORPORATION AND IRMX/MULTIBUS OPERATION OF INTEL CORPORATION FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1995 (Unaudited) (In thousands, except per share amounts)
RADISYS IRMX/ PRO FORMA PRO Forma CORPORATION MULTIBUS Adjustments NOTES COMBINED ------------------------------------------------------------------------------------ Net revenues $ 35,025 $ 75,127 $ 110,152 Cost of sales 22,992 32,635 $ 18,200 (a),(b) 73,827 ------------------------------------------------- ------------------- 12,033 42,492 (18,200) 36,325 Research and development 3,301 1,206 5,100 (c),(d),(e) 9,607 Selling, marketing, and administrative 6,714 2,595 7,200 (d) 16,509 ------------------------------------------------- ------------------- Income from operations 2,018 38,691 (30,500) 10,209 Interest income 170 170 ------------------------------------------------- ------------------- Income before income tax provision 2,188 38,691 (30,500) 10,379 Income tax provision 672 2,850 (f) 3,522 ------------------------------------------------- ------------------- Net income $ 1,516 38,691 (33,350) $ 6,857 ------------------------------------------------- ------------------- ------------------------------------------------- ------------------- Net income per share $ 0.35 $ 1.15 ------------------- ------------------- ------------------- ------------------- Weighted average shares outstanding 4,355 1,600 (g) 5,955 ------------------- ------------------- ------------------- -------------------
RADISYS CORPORATION NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS NOTE 1 - The pro forma condensed combined statement of operations has been prepared to reflect the acquisition of the iRMX/Multibus operation of Intel Corporation, as if the acquisition occurred as of the beginning of the period presented, for 1.3 million shares of the Company's common stock ("Common Stock") and warrants to purchase an additional 300,000 shares of Common Stock exercisable within 24 months at prices per share ranging from $13.50 to $15.00, plus an aggregate of $1.2 million in cash to be paid in 1997. The pro forma condensed combined statements of operations are not necessarily indicative of balances which would have resulted had the acquisition actually occurred at the beginning of the period presented. Pro forma adjustments are made to reflect the following: a. Adjustment to reflect increased cost of goods sold from the sale of inventory balances adjusted to their assumed fair market value at acquisition. b. Adjustment to reflect the assumed increase in costs to manufacture or purchase the iRMX/Multibus products as a stand alone entity. c. Adjustment to reflect increased depreciation resulting from the adjustment of fixed asset balances to their assumed fair market value at acquisition. d. Adjustment to reflect assumed research and development and selling, general and administrative expenses that would have been incurred had the iRMX/Multibus operations been a stand alone entity. e. Adjustment to expense in process research and development recorded in purchase accounting. f. Adjustment to reflect the estimated impact on tax expense of the acquisition. g. The issuance of 1.3 million shares of the Company's common stock ("Common Stock") and warrants to purchase an additional 300,000 shares of Common Stock exercisable within 24 months at prices per share ranging from $13.50 to $15.00. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED) (c) Exhibits #*2.1 Asset Purchase Agreement between RadiSys Corporation and Intel Corporation, dated as of April 29, 1996 #2.2 List of omitted schedules to Asset Purchase Agreement between RadiSys Corporation and Intel Corporation, dated as of April 29, 1996 23.1 Consent of Ernst & Young LLP #Previously filed. *Confidential treatment of portions of this document has been requested. SIGNATURES Pursuant to the requirements 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: July 1, 1996 RADISYS CORPORATION By: /s/Brian V. Turner -------------------------------------------------- Brian V. Turner Vice President of Finance and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NO. - ---------- ----------- ------------------- #*2.1 Asset Purchase Agreement between RadiSys Corporation and Intel Corporation, dated as of April 29, 1996 #2.2 List of omitted schedules to Asset Purchase Agreement between RadiSys Corporation and Intel Corporation, dated as of April 29, 1996 23.1 Consent of Ernst & Young LLP #Previously filed. *Confidential treatment of portions of this document has been requested. EX-23.1 2 EX-23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-00514 and 33-80577) of our report dated June 14, 1996 with respect to the statements of assets acquired of the iRMX/Multibus Operation of Intel Corporation as of December 30, 1995 and December 31, 1994, and the related statements of net revenues and direct expenses for the three years in the period ended December 30, 1995 included in the Current Report on Form 8K/A dated July 1, 1996. ERNST & YOUNG LLP San Jose, California June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----