-----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, PofqsSrH7PVsGJUxsdT8uryC0o7zJjGU/Mh6XKJ6TpsFCpoANHvke0565ZeyX2sZ fh4KlHhSx8izRRj04vOBsw== 0001025894-02-000484.txt : 20020719 0001025894-02-000484.hdr.sgml : 20020719 20020718140252 ACCESSION NUMBER: 0001025894-02-000484 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020718 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-49092 FILM NUMBER: 02705550 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 POS AM 1 r_s3pos207.txt FORM S-3, AMENDMENT 1 As filed with the Securities and Exchange Commission on July 18, 2002 Registration No. 333-49092 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ Post-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------- RADISYS CORPORATION (Exact name of registrant as specified in its charter) ----------------- Oregon 7373 93-0945232 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction Classification Code Number) Identification Number) of incorporation) 5445 NE Dawson Creek Drive, Hillsboro, Oregon 97124 (503) 615-1100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ---------------- Julia A. Harper Vice President of Finance and Administration and Chief Financial Officer RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 (503) 615-1100 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: John R. Thomas Jason M. Brauser Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204 (503) 224-3380 -------------------- Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. Post-Effective Amendment No. 1 ------------------------------ This Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File No. 333-49092) (the "Original Filing") amends the cover page of the Original Filing by designating Julia A. Harper, Vice President of Finance and Administration and Chief Financial Officer of RadiSys Corporation, as the agent for service. Item 16 of Part II (Exhibits) has also been amended to reflect the inclusion of Exhibit 24.2 (Powers of Attorney), filed herewith. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits (a) Exhibits 4.1 Second Restated Articles of Incorporation 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 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000. 4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-38966). *4.3 Resale Registration Rights Agreement dated August 9, 2000 among the Company and SG Cowen Securities Corporation, Banc of America Securities LLC, J.P. Morgan & Co. and First Security Van Kasper. *4.4 Indenture dated August 9, 2000 between the Company and U.S. Trust Company, National Association. *4.5 Form of Note. ** 5.1 Opinion of Stoel Rives LLP. **5.2 Opinion of Simpson Thacher & Bartlett. *12.1 Computation of Ratio of Earnings to Fixed Charges. *23.1 Consent of PricewaterhouseCoopers LLP. ** 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). **23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.2). *24.1 Powers of Attorney (included in signature page). ***24.2 Powers of Attorney. *25.1 Form T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939. - ------------------------ * Filed with the Original Filing. ** Filed by previous pre-effective amendment. *** Filed herewith. 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-3 and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on July 16, 2002. RADISYS CORPORATION By:/s/JULIA A. HARPER ------------------------------------------ Julia A. Harper Vice President of Finance and Administration and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this amendment to this registration statement has been signed by the following persons in the capacities indicated on July 16, 2002. Signature Title - --------- ----- /s/RONALD A. DILBECK - ---------------------------- Acting President and Chief Executive Officer Ronald A. Dilbeck (Principal Executive Officer) /s/JULIA A. HARPER - ---------------------------- Vice President of Finance and Administration Julia A. Harper and Chief Financial Officer (Principal Financial and Accounting Officer) /s/CARL W. NEUN - ----------------------------* Chairman of the Board Carl W. Neun /s/JAMES F. DALTON - ----------------------------* Director James F. Dalton /s/RICHARD J. FAUBERT - ----------------------------* Director Richard J. Faubert /s/C. SCOTT GIBSON - ----------------------------* Director C. Scott Gibson /s/JEAN-CLAUDE PETERSCHMITT - ----------------------------* Director Jean-Claude Peterschmitt /s/JEAN-PIERRE D. PATKAY - ----------------------------* Director Jean-Pierre D. Patkay *By /s/JULIA A. HARPER ------------------------------------ Julia A. Harper, as attorney-in-fact EXHIBIT INDEX Exhibit 4.1 Second Restated Articles of Incorporation 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 3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2000. 4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-38966). *4.3 Resale Registration Rights Agreement dated August 9, 2000 among the Company and SG Cowen Securities Corporation, Banc of America Securities LLC, J.P. Morgan & Co. and First Security Van Kasper. *4.4 Indenture dated August 9, 2000 between the Company and U.S. Trust Company, National Association. *4.5 Form of Note. ** 5.1 Opinion of Stoel Rives LLP. **5.2 Opinion of Simpson Thacher & Bartlett. *12.1 Computation of Ratio of Earnings to Fixed Charges. *23.1 Consent of PricewaterhouseCoopers LLP. ** 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1). **23.3 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.2). *24.1 Powers of Attorney (included in signature page). ***24.2 Powers of Attorney. *25.1 Form T-1 Statement of Eligibility of Trustee for Indenture under the Trust Indenture Act of 1939. - ------------------------ * Filed with the Original Filing. ** Filed by previous pre-effective amendment. *** Filed herewith. EX-24.2 2 r_s3x24207.txt POWERS OF ATTORNEY EXHIBIT 24.2 POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/CARL W. NEUN ------------------------------------ Carl W. Neun POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/JAMES F. DALTON ------------------------------------ James F. Dalton POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/RICHARD J. FAUBERT ------------------------------------ Richard J. Faubert POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/C. SCOTT GIBSON ------------------------------------ C. Scott Gibson POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/JEAN-CLAUDE PETERSCHMITT ------------------------------------ Jean-Claude Peterschmitt POWER OF ATTORNEY (Registration Statement on Form S-3) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, or any one of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any amendments (whether pre-effective or post-effective) to the Registration Statement on Form S-3 (Reg. No. 333-49092) and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and wpurposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or their substitute or substitutes, may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/JEAN-PIERRE D. PATKAY ------------------------------------ Jean-Pierre D. Patkay -----END PRIVACY-ENHANCED MESSAGE-----