-----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, Rnrk95iu/sP1b60x1A+Qv0fQj8nRyJSg/+iR9zEZpRjXIX0o6CXtjFYdHWzr36UI GVnoVLobGBeOptkWa+F37A== 0000950124-05-004047.txt : 20050628 0000950124-05-004047.hdr.sgml : 20050628 20050628170631 ACCESSION NUMBER: 0000950124-05-004047 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 EFFECTIVENESS DATE: 20050628 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: 333-126189 FILM NUMBER: 05921580 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 v10261orsv8.htm FORM S-8 sv8
 

As filed with the Securities and Exchange Commission on June 28, 2005

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

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 LLP
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201

CALCULATION OF REGISTRATION FEE
 
            Proposed   Proposed Maximum    
Title of Each Class of   Amount to be   Maximum Offering   Aggregate Offering   Amount of
Securities to be Registered   Registered (1)   Price Per Share (2)   Price   Registration Fee
 
1996 EMPLOYEE STOCK PURCHASE PLAN
Common Stock, no par value
  700,000 shares   $15.09   $10,563,000   $1,243.27
 
TOTAL
  700,000 shares   $15.09   $10,563,000   $1,243.27
 
(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 22, 2005, as reported on the Nasdaq National Market.

 
 

 

 

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, on a Registration Statement on Form S-8 (File No. 333-106670) filed with the Commission on June 30, 2003, and on a Registration Statement on Form S-8 (File No. 333-116570) filed with the Commission on June 17, 2004 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, 333-106670 and 333-116570) previously filed with the Commission on January 18, 1996, June 4, 1999, June 9, 2000, August 24, 2001, June 30, 2003 and June 17, 2004, respectively, are incorporated herein by reference.

      

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

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

 

 

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 28 day of June, 2005.
         
  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, as amended, 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 28, 2005
/s/ Julia A. Harper
Julia A. Harper		   Chief Financial Officer, Vice President of Finance and Administration and Secretary   June 28, 2005
/s/ C. Scott Gibson*
C. Scott Gibson		   Chairman of the Board and Director   June 28, 2005
/s/ Ken J. Bradley*
Ken J. Bradley		   Director   June 28, 2005
/s/ Richard J. Faubert*
Richard J. Faubert		   Director   June 28, 2005
/s/ Dr. William W. Lattin*
Dr. William W. Lattin		   Director   June 28, 2005
/s/ Kevin C. Melia*
Kevin C. Melia		   Director   June 28, 2005
/s/ Carl Neun*
Carl Neun		   Director   June 28, 2005
/s/ Lorene K. Steffes*
Lorene K. Steffes		   Director   June 28, 2005
* By /s/ Scott C. Grout
Scott C. Grout, as attorney-in-fact		        

 

 

EXHIBIT INDEX

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

 

EX-5 2 v10261orexv5.txt EXHIBIT 5 EXHIBIT 5 BAKER & MCKENZIE LLP Attorneys at Law 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 June 28, 2005 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 LLP EX-23.1 3 v10261orexv23w1.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 March 7, 2005 relating to the financial statements, financial statement schedules, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of RadiSys Corporation, which appears in RadiSys Corporation's Annual Report on Form 10-K for the year ended December 31, 2004. PricewaterhouseCoopers LLP Portland, Oregon June 24, 2005 EX-24 4 v10261orexv24.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. Signature Title Date - --------- ----- ---- /s/ C. Scott Gibson Chairman of the Board June 16, 2005 - ------------------------------------ and Director C. Scott Gibson /s/ Ken J. Bradley Director June 17, 2005 - ------------------------------------ Ken J. Bradley /s/ Richard J. Faubert Director June 20, 2005 - ------------------------------------ Richard J. Faubert /s/ Dr. William W. Lattin Director June 24, 2005 - ------------------------------------ Dr. William W. Lattin /s/ Kevin C. Melia Director June 26, 2005 - ------------------------------------ Kevin C. Melia /s/ Carl Neun Director June 20, 2005 - ------------------------------------ Carl Neun /s/ Lorene K. Steffes Director June 16, 2005 - ------------------------------------ Lorene K. Steffes -----END PRIVACY-ENHANCED MESSAGE-----