-----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, A2CpvHQRDazvIEzHVwQKpmQbGH+EfES7fd4e//2Vgc3pYBzkoHFXbl0KZ4LIOxOS 8whjKSYjR8ilZ//+ubNvLw== 0001025894-02-000493.txt : 20020719 0001025894-02-000493.hdr.sgml : 20020719 20020718140820 ACCESSION NUMBER: 0001025894-02-000493 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020718 EFFECTIVENESS 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-38966 FILM NUMBER: 02705567 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 POS 1 rs838966a1.txt FORM S-8 A1, 333-38966 As filed with the Securities and Exchange Commission on July 18, 2002 Registration No. 333-38966 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Post-Effective Amendment No. 1 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 (Full title of plan) ------------------- 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. 1 ------------------------------ This Post-Effective Amendment No. 1 to Form S-8 Registration Statement (File No. 333-38966) 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 reference in Exhibit 4.1 (Second Restated Articles of Incorporation and amendments thereto). 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.* 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.* 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. EX-24.2 2 rs838966x24.txt POWERS OF ATTORNEY EXHIBIT 24.2 POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/CARL W. NEUN ------------------------------------ Carl W. Neun POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/JAMES F. DALTON ------------------------------------ James F. Dalton POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/RICHARD J. FAUBERT ------------------------------------ Richard J. Faubert POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/C. SCOTT GIBSON ------------------------------------ C. Scott Gibson POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents may do or cause to be done by virtue hereof. DATED: July 16, 2002 /s/JEAN-CLAUDE PETERSCHMITT ------------------------------------ Jean-Claude Peterschmitt POWER OF ATTORNEY (1995 Stock Incentive Plan) The undersigned, an officer and/or director of RadiSys Corporation, does hereby constitute and appoint Julia A. Harper and Ronald A. Dilbeck, and each of them, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute in his name (whether on behalf of RadiSys Corporation or as an officer or director of said company, or otherwise) any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable RadiSys Corporation 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 RadiSys Corporation issuable pursuant to its 1995 Stock Incentive Plan, as amended, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of RadiSys Corporation or as an officer or director of said 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 attorneys-in-fact and agents 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-----