-----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, H9pkrMB1kkRdvDPMi9eFzXJYw/sirjqUP9TIoLE6JSBRUIZY318xnmv2VKVJERBe 99O3SkWZLRhm6vnLXH/YUA== 0001193125-09-034026.txt : 20090220 0001193125-09-034026.hdr.sgml : 20090220 20090220145257 ACCESSION NUMBER: 0001193125-09-034026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090213 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090220 DATE AS OF CHANGE: 20090220 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: 09624769 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): February 13, 2009

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 1.01 Entry Into a Material Definitive Agreement.

Effective February 13, 2009, RadiSys Corporation (the “Company”) amended its Loan and Security Agreement with Silicon Valley Bank (“SVB”) dated August 7, 2008 (as amended, the “Agreement”), by entering into the Second Amendment and Limited Waiver to Loan and Security Agreement between the Company and SVB (the “Second Amendment”) and the Third Amendment to Loan and Security Agreement between the Company and SVB (the “Third Amendment”), each dated February 13, 2009. All capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement.

 

  A. Second Amendment.

As of December 31, 2008, no amounts were outstanding under the Agreement. Pursuant to the Second Amendment, SVB agreed to waive a technical financing covenant default that existed as of December 31, 2008 and to amend the definition of “EBITDA” in the Agreement to exclude an impairment charge on goodwill, which was required by Statement of Financial Accounting Standards No. 142 fair value testing for the fiscal quarter ending December 31, 2008.

 

  B. Third Amendment.

Pursuant to the Agreement, as part of the Revolving Line, the Company may enter into foreign exchange contracts with SVB, under which the Company commits to purchase from, or sell to, SVB a specific amount of foreign currency. The Third Amendment permits the Company’s Subsidiaries as well as the Company to enter into such foreign exchange contracts with SVB and expands the events of default under the Agreement to include a default under, or a breach of, any foreign exchange contract between any of the Company’s Subsidiaries and SVB.

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: February 20, 2009     By:   /s/ Brian Bronson
        Brian Bronson
        Chief Financial Officer
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