-----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, MSIzDz/eRsO2bojjSaA6t2TtCRqn4aANnl40Y+m/iAns1N+Ti3EY53tDLaWHS2AD NqmbWdJf5O3xLz4nt3xZ4g== 0001193125-08-015686.txt : 20080131 0001193125-08-015686.hdr.sgml : 20080131 20080130190840 ACCESSION NUMBER: 0001193125-08-015686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080129 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080130 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26844 FILM NUMBER: 08562338 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 8-K 1 d8k.htm FORM 8-K Form 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): January 29, 2008

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 204.14a-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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 29, 2008, the board of directors of RadiSys Corporation approved Articles of Amendment to the Company’s Second Restated Articles of Incorporation (the “Articles”) that reflect a reduction in the number of authorized shares of preferred stock as required by Section 60.177 of the Oregon Business Corporation Act. The number of authorized shares of preferred stock was reduced from 10,000,000 to 5,663,952 shares as a result of prior conversions of preferred stock into common stock. Section 60.177 of the Oregon Business Corporation Act provides that the board of directors may adopt this housekeeping amendment without shareholder action. The Articles were filed with the Oregon Secretary of State on January 30, 2008.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

Description

3.1    Articles of Amendment to Second Restated Articles of Incorporation


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: January 30, 2008     By:   /s/ Brian Bronson
        Brian Bronson
        Chief Financial Officer
EX-3.1 2 dex31.htm ARTICLES OF AMENDMENT TO SECOND RESTATED ARTICLES OF INCORPORATION Articles of Amendment to Second Restated Articles of Incorporation

Exhibit 3.1

ARTICLES OF AMENDMENT

TO SECOND RESTATED ARTICLES OF INCORPORATION

OF

RADISYS CORPORATION

1. The name of the corporation is RadiSys Corporation (the “Corporation”).

2. The Second Restated Articles of Incorporation of the Corporation (the “Articles”) are amended as follows:

 

  a. Article IV(A) of the Articles is amended and restated in its entirety as follows:

The aggregate number of shares which the corporation shall have authority to issue shall consist of 100,000,000 shares of common stock, without par value (“Common Stock”), and 5,663,952 shares of preferred stock, par value $.01 per share (“Preferred Stock”).

 

  b. The number of authorized shares of preferred stock is reduced by 4,336,048 from 10,000,000 to 5,663,952.

 

  c. There are no remaining shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock outstanding after the reduction of the number of authorized shares.

3. The amendment was adopted on January 29, 2008.

4. Shareholder action was not required to adopt the amendment. The amendment was adopted by the board of directors without shareholder action.

5. The person to contact about this filing is Brian Bronson at (503) 615-1281.

Dated: January 30, 2008.

 

    RADISYS CORPORATION
      By:   /s/ Brian Bronson
      Name:   Brian Bronson
      Title:   Chief Financial Officer
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