S-8 POS 1 rs885093a2.txt FORM S-8 AMENDMENT 2 As filed with the Securities and Exchange Commission on July 18, 2002 Registration No. 333-85093 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- Post-Effective Amendment No. 2 to 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 (IRS Employer of incorporation or organization) Identification No.) 5445 NE Dawson Creek Drive Hillsboro, Oregon 97124 (Address of Principal (Zip Code) Executive Offices) ------------------- RadiSys Corporation 1995 Stock Incentive Plan, as amended Texas Micro Inc. 1986 Incentive Stock Plan Texas Micro Inc. 1986 Supplemental Stock Option Plan Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended Texas Micro Inc. 1990 Outside Directors' Stock Option Plan Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended (Full title of plans) ------------------- Julia A. Harper Vice President of Finance and Administration and Chief Financial Officer RadiSys Corporation 5445 NE Dawson Creek Drive Hillsboro, OR 97124 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 615-1100 Copy to: John R. Thomas Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204-1268 Post-Effective Amendment No. 2 ------------------------------ This Post-Effective Amendment No. 2 to Form S-8 Registration Statement (File No. 333-85093) 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 and changing the address to which copies of notices and communications should be sent. Item 8 of Part II (Exhibits) has also been amended to reflect the inclusion of Exhibit 24.2 (Powers of Attorney), filed herewith, and to update the references in Exhibit 4.1 (Second Restated Articles of Incorporation and amendments thereto) and Exhibit 4.2 (Restated Bylaws). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. 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). 5.1 Opinion of Stoel Rives LLP.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).* 24.1 Powers of Attorney.* 24.2 Powers of Attorney.** * Filed previously. ** 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-8 and has duly caused this post-effective 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 Number Document Description ------ -------------------- 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). 5.1 Opinion of Stoel Rives LLP.* 23.1 Consent of PricewaterhouseCoopers LLP.* 23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).* 24.1 Powers of Attorney.* 24.2 Powers of Attorney.** * Filed previously. ** Filed herewith.