8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7 , 2007

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	0-26844	93-0945232
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5445 NE Dawson Creek Drive Hillsboro, Oregon	97124
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 615-1100

No Change

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On September 7, 2007, RadiSys Corporation, an Oregon corporation (the “Company”), entered into a definitive agreement (the “Purchase Agreement”) with Intel Corporation, a Delaware corporation (“Intel”), pursuant to which the Company agreed to acquire certain assets of Intel’s modular communications platform business, including products in the Advanced Telecommunications Architecture (ATCA) lines. The aggregate consideration for the acquisition will consist of a purchase price of $25 million plus $6.75 million of inventory and other considerations. Under the terms of the Purchase Agreement, the transaction is expected to close in September 2007, subject to various closing conditions. In connection with the acquisition, the parties will enter into several ancillary agreements, including a transition services agreement, a warranty services agreement and an intellectual property agreement, intended to facilitate a smooth transition of the business to the Company.

The statement above regarding the timing of the expected closing of the acquisition constitutes a forward-looking statement within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including risks relating to satisfaction of the conditions to closing of the acquisition and other risks associated with whether the closing might be delayed or not occur. For other factors that could cause the Company’s results to vary from expectations, please see the risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007. The Company undertakes no obligation to revise or update publicly any forward-looking statements.

Item 7.01 Regulation FD Disclosure

On September 10, 2007, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished pursuant to Regulation FD as Exhibit 99.1 to this report.

In addition, the Company believes that the acquisition of this business from Intel will result in positive cash flow within two full quarters after the close.

The information contained in Item 7.01 of this report and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated September 10, 2007

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RADISYS CORPORATION
Date: September 10, 2007	By:	/s/ Brian Bronson
		Brian Bronson
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated September 10, 2007

EX-99.1

Exhibit 99.1

Contacts

Brian Bronson, RadiSys Corporation

503-615-1281

brian.bronson@radisys.com

Bill Calder, Intel Corporation

503-264-5669

bill.calder@intel.com

NEWS RELEASE

RADISYS ENTERS INTO AGREEMENT TO ACQUIRE INTEL’S MODULAR

COMMUNICATIONS PLATFORMS ATCA, CPCI, & LEGACY BUSINESS ASSETS

Acquisition enhances RadiSys AdvancedTCA product family and expands customer base

SANTA CLARA, Calif., Sept. 10, 2007 – RadiSys Corporation and Intel Corporation today announced that they have signed a definitive agreement for Intel to sell certain assets of its modular communications platforms business to RadiSys. The acquisition will further RadiSys’ global leadership position in ATCA platforms and solutions for telecommunication equipment manufacturers worldwide and is expected to close in September, subject to normal closing conditions. The consideration for this transaction will consist of a purchase price of $25 million plus $6.75 million of inventory and other considerations. RadiSys expects the transaction to add at least $50 million of ongoing revenue per year once integrated into RadiSys’ operations.

“RadiSys is pleased to add the Intel modular communications platform assets to our product portfolio and is committed to ensuring our new customers needs are well serviced both in the short and long term,” said Scott Grout, RadiSys president and CEO. “With a 20-year history of technology leadership and customer commitment in the communications and embedded segments, and as a Premier member of the Intel Communications Alliance, RadiSys is the perfect home for these products and customers. The addition of the Intel modular communication assets to our award winning Promentum™ product family helps us accelerate our ATCA product strategy, broadens our customer base and expands our addressable market.”

The two companies will be working together during the coming months to seamlessly transition the assets in order to continue to offer high quality service and support to all customers. A significant number of the employees associated with these product lines, including engineering, product testing/validation, operations and marketing personnel are expected to accept offers from RadiSys and transition with the product lines. Products associated with the sale include ATCA compute and packet processing blades, ATCA chassis, and Chassis Management Hardware and Software Modules, AMC module as well as cPCI blades, cPCI chassis, and other legacy systems products.

“Intel is sharpening its focus on communications and embedded market segments that are aligned with our core businesses,” said Doug Davis, vice president and general manager of Intel’s Embedded and Communications Group. “The modular communications platform business presents an attractive market opportunity, and these products will

remain an important part of the Intel ecosystem. We will collaborate closely with RadiSys, as a premier Intel Communications Alliance member, to ensure that customers have complete and competitive Intel Architecture-based solutions.”

Intel will continue to serve the telecommunications market segment with market leading processors and other silicon components. The planned sale does not impact the company’s carrier-grade rack mount servers product lines.

About Intel

Intel, the world leader in silicon innovation, develops technologies, products and initiatives to continually advance how people work and live. Additional information about Intel is available at www.intel.com/pressroom and http://blogs.intel.com.

About RadiSys

RadiSys is a leading provider of advanced solutions for the communications networking and commercial systems markets. Through intimate customer collaboration and combining innovative technologies and industry leading architecture, RadiSys helps OEMs, systems integrators and solution providers bring better products to market faster and more economically. RadiSys products include embedded boards, application enabling platforms and turn-key systems, which are used in today’s complex computing, processing and network intensive applications. For more information, visit http://www.radisys.com, write to info@radisys.com or call 800-950-0044 or 503-615-1100. Editors seeking more information may contact Lyn Pangares at RadiSys Corporation at 503-615-1220 or lyn.pangares@radisys.com.

-end-

RadiSys^® is a registered trademark of RadiSys Corporation.

Intel^® is a registered trademark of Intel Corporation or its subsidiaries in the United States and other countries.

Other names and brands may be claimed as the property of others.

Forward-Looking Statements

This press release contains forward-looking statements, including statements about the expected closing of the acquisition, the expected integration of the acquired assets into the existing operations of RadiSys and the additional revenues RadiSys expects to result from the acquisition. Actual results could differ materially from the expectations in these forward-looking statements as a result of a number of risk factors, including, among others, (a) any inability of RadiSys to efficiently integrate the operations, technologies, products or personnel from the acquisition, (b) the inability of RadiSys to realize the benefits sought from the acquisition, (c) higher than anticipated integration costs of the acquisition and less than expected financial performance resulting therefrom, and (d) the factors listed in the reports filed by RadiSys with the Securities and Exchange Commission (SEC), including those listed under “Risk Factors” in the RadiSys Annual Report on Form 10-K for the year ended December 31, 2006, and in the RadiSys Quarterly Reports on Form 10-Q filed with the SEC each fiscal quarter, and other filings with the SEC, copies of which may be obtained by contacting RadiSys at 503-615-1100 or from the RadiSys investor relations web site at http://investor.radisys.com/. Although forward-looking statements help provide additional information about RadiSys, investors should keep in mind that forward-looking statements are inherently less reliable than historical information. All information in this press release is as of September 10, 2007. RadiSys undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations.