-----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, MgCPEKVRkA1H73gWu6VwtexxhWZ/aCkKBcDhIgSjIEKzdcI2JgclifGyqEjNH4oW X8JHJ5H9NWQgRv8INay0bg== 0000950124-04-002820.txt : 20040617 0000950124-04-002820.hdr.sgml : 20040617 20040617150041 ACCESSION NUMBER: 0000950124-04-002820 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040617 EFFECTIVENESS DATE: 20040617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADISYS CORP CENTRAL INDEX KEY: 0000873044 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 930945232 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-116570 FILM NUMBER: 04868653 BUSINESS ADDRESS: STREET 1: 5445 NE DAWSON CREEK DR CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036461800 MAIL ADDRESS: STREET 1: 5445 NE DAWSON CREEK DRIVE CITY: HILLSBORO STATE: OR ZIP: 97124 S-8 1 v99267sv8.htm FORM S-8 sv8
Table of Contents

As filed with the Securities and Exchange Commission on June 17, 2004

Registration No. 333-____________

UNITED STATES
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 of   (I.R.S. Employer Identification No.)
incorporation or organization)    

5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)

RadiSys Corporation 1996 Employee Stock Purchase Plan
(Full title of the plan)

Julia A. Harper
Chief Financial Officer, Vice President of Finance and Administration and Secretary
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503) 615-1100
(Name, address and telephone number, including area code, of agent for service)

Copies to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201

CALCULATION OF REGISTRATION FEE

                                 
Title of Each Class           Proposed Maximum   Proposed Maximum    
of Securities to be   Amount to be   Offering Price Per   Aggregate Offering   Amount of
Registered
  Registered (1)
   Share (2)
   Price
   Registration Fee
1996 EMPLOYEE STOCK
PURCHASE PLAN
Common Stock, no par value
   700,000 shares   $ 15.85     $ 11,095,000     $ 1,405.74  
 
  
 		    
 		      
 		      
 		  
TOTAL
   700,000 shares   $ 15.85     $ 11,095,000     $ 1,405.74  
 
  
 		    
 		      
 		      
 		  

(1)   Pursuant to Rule 416, this Registration Statement also covers any additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the RadiSys Corporation 1996 Employee Stock Purchase Plan.

(2)   Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 (c) and (h). The price is based upon the average of the high and low prices of RadiSys Corporation Common Stock on June 16, 2004, as reported on the Nasdaq National Market.

 

PART II
Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5
EXHIBIT 23.1
EXHIBIT 24

Table of Contents

EXPLANATORY STATEMENT

     This Registration Statement is filed pursuant to General Instruction E to Form S-8 by RadiSys Corporation, an Oregon corporation, in order to register 700,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-00514) filed with the Securities and Exchange Commission (the “Commission”) on January 18, 1996, on a Registration Statement on Form S-8 (File No. 333-80089) filed with the Commission on June 4, 1999, on a Registration Statement on Form S-8 (File No. 333-38988) filed with the Commission on June 9, 2000, on a Registration Statement on Form S-8 (File No. 333-68362) filed with the Commission on August 24, 2001 and on a Registration Statement on Form S-8 (File No. 333-106670) filed with the Commission on June 30, 2003, for issuance pursuant to the RadiSys Corporation 1996 Employee Stock Purchase Plan. The contents of the Registration Statements on Form S-8 (File Nos. 333-00514, 333-80089, 333-38988, 333-68362 and 333-106670) previously filed with the Commission on January 18, 1996, June 4, 1999, June 9, 2000, August 24, 2001 and June 30, 2003, respectively, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

     
Exhibit    
Number
    
5
  Opinion of Baker & McKenzie
23.1
  Consent of PricewaterhouseCoopers LLP
23.2
  Consent of Baker & McKenzie (See Exhibit 5)
24
  Powers of Attorney

 

Table of Contents

SIGNATURES

     The Registrant. 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 this 17th day of June, 2004.

             
    RADISYS CORPORATION    
 
            
  By:     /s/ Scott C. Grout    
     
 		    
      Scott C. Grout, President, Chief    
      Executive Officer and Director    

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

         
Name
   Title
   Date
  /s/ Scott C. Grout
   Scott C. Grout
  President, Chief Executive Officer and Director   June 17, 2004
 
        
  /s/ Julia A. Harper
   Julia A. Harper
  Chief Financial Officer, Vice President of Finance and Administration and Secretary   June 17, 2004
 
        
  /s/ C. Scott Gibson*
   C. Scott Gibson
  Chairman of the Board and Director   June 17, 2004
 
        
  /s/ Ken J. Bradley*
   Ken J. Bradley
  Director   June 17, 2004
 
        
  /s/ Richard J. Faubert*
   Richard J. Faubert
  Director   June 17, 2004
 
        
  /s/ Dr. William W. Lattin*
   Dr. William W. Lattin
  Director   June 17, 2004
 
        
  /s/ Kevin C. Melia*
   Kevin C. Melia
  Director   June 17, 2004
 
        
  /s/ Carl Neun*
   Carl Neun
  Director   June 17, 2004
 
        
  /s/ Jean-Pierre D. Patkay*
   Jean-Pierre D. Patkay
  Director   June 17, 2004
 
        
*By   /s/ Scott C. Grout
Scott C. Grout, as attorney-in-fact
        

 

Table of Contents

EXHIBIT INDEX

     
Exhibit    
Number
   Description
5
  Opinion of Baker & McKenzie
23.1
  Consent of PricewaterhouseCoopers LLP
23.2
  Consent of Baker & McKenzie (See Exhibit 5)
24
  Powers of Attorney

 

EX-5 2 v99267exv5.txt EXHIBIT 5 Exhibit 5 BAKER & MCKENZIE Attorneys at Law 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 June 17, 2004 Board of Directors RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 Re: RadiSys Corporation (the "Company") Gentlemen: The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Act"). The Registration Statement covers (a) 700,000 shares of Common Stock, no par value, of the Company (the "Stock"), which shares shall be issued pursuant to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Plan"), and (b) such additional shares of Stock as may become issuable pursuant to the anti-dilution provisions of the Plan (such shares collectively referred to as the "Securities"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the applicable terms and conditions of the Plan and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plan, and assuming no change in the applicable law or facts, the Securities will be validly issued, fully paid and nonassessable. This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K. Very truly yours, /s/Baker & McKenzie EX-23.1 3 v99267exv23w1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 13, 2004, except for Note 25, as to which the date is March 3, 2004, relating to the consolidated financial statements, which appears in RadiSys Corporation's Annual Report on Form 10-K for the year ended December 31, 2003. We also consent to the incorporation by reference of our report dated February 13, 2004 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Portland, Oregon, June 16, 2004 EX-24 4 v99267exv24.txt EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ C. Scott Gibson -------------------------------------- Signature C. Scott Gibson -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Ken J. Bradley -------------------------------------- Signature Ken J. Bradley -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Richard J. Faubert -------------------------------------- Signature Richard J. Faubert -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Dr. William W. Lattin -------------------------------------- Signature Dr. William W. Lattin -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Kevin C. Melia -------------------------------------- Signature Kevin C. Melia -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Carl Neun -------------------------------------- Signature Carl Neun -------------------------------------- Type or Print Name Exhibit 24 POWER OF ATTORNEY (Form S-8 Registration Statement for 1996 Employee Stock Purchase Plan) The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia Harper, 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 1996 Employee Stock Purchase Plan, 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: June 17, 2004. /s/ Jean-Pierre D. Patkay -------------------------------------- Signature Jean-Pierre D. Patkay -------------------------------------- Type or Print Name -----END PRIVACY-ENHANCED MESSAGE-----