S-8

As filed with the Securities and Exchange Commission on August 25, 2010

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 of incorporation or organization)	(I.R.S. Employer Identification No.)

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(Address of principal executive offices)

RadiSys Corporation 2007 Stock Plan

(Full title of the plan)

Brian J. Bronson

Chief Financial Officer

RadiSys Corporation

5445 NE Dawson Creek Drive

Hillsboro, Oregon 97124

(503) 615-1100

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Amar Budarapu

Baker & McKenzie LLP

2001 Ross Avenue, Suite 2300

Dallas, Texas 75201

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	500,000	$ 8.81	$4,405,000	$314.08

(1) Shares of common stock of RadiSys Corporation, no par value per share (the “Common Stock”), being registered hereby relate to the RadiSys Corporation 2007 Stock Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also being registered such additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the RadiSys Corporation 2007 Stock Plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h) promulgated under the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of RadiSys Corporation Common Stock on August 23, 2010, as reported on the Nasdaq Global Select Market.

EXPLANATORY STATEMENT

This Registration Statement is filed pursuant to General Instruction E to Form S-8 by RadiSys Corporation, an Oregon corporation, in order to register 500,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-142968) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2007 for issuance pursuant to the RadiSys Corporation 2007 Stock Plan. The contents of the Registration Statements on Form S-8 (File No. 333-142968) previously filed with the Commission on May 15, 2007 is incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number
5.1	Opinion of Stoel Rives LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1	Powers of Attorney.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 25 ^th day of August, 2010.

RADISYS CORPORATION
By:	/s/ Brian J. Bronson
	Brian J. Bronson, Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Scott C. Grout      Scott C. Grout	President, Chief Executive Officer and Director (principal executive officer)	August 25, 2010
/s/ Brian J. Bronson      Brian J. Bronson	Chief Financial Officer (principal financial and accounting officer)	August 25, 2010
*      C. Scott Gibson	Chairman of the Board and Director	August 25, 2010
*      Ken J. Bradley	Director	August 25, 2010
*      Richard J. Faubert	Director	August 25, 2010
*      Dr. William W. Lattin	Director	August 25, 2010
*      Kevin C. Melia	Director	August 25, 2010
*      Carl Neun	Director	August 25, 2010
*      Lorene K. Steffes	Director	August 25, 2010

*By:	/s/ Brian J. Bronson
	Brian J. Bronson, Attorney-In-Fact By authority of the power of attorney filed as Exhibit 24.1 hereto

EXHIBIT INDEX

Exhibit Number
5.1	Opinion of Stoel Rives LLP.
23.1	Consent of KPMG LLP.
23.2	Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement.
24.1	Powers of Attorney.

EX-5.1

Exhibit 5.1

Opinion of Stoel Rives LLP

August 25, 2010

Board of Directors

RadiSys Corporation

5445 NE Dawson Creek Rd.

Hillsboro, OR 97124

We have been requested by RadiSys Corporation (the “Company”) to deliver this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 covering 500,000 shares of its common stock (the “Shares”) issuable under the RadiSys Corporation 2007 Stock Plan (as amended to date, the “Plan”). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.

Based on the foregoing, it is our opinion that:

1. The Company is a corporation validly existing under the laws of the state of Oregon; and

2. The Shares (including any additional shares of the Company’s common stock that become issuable pursuant to the anti-dilution provisions of the Plan) are authorized and, when issued pursuant to the Plan and in accordance with resolutions adopted by the Board of Directors of the Company and upon receipt by the Company of any consideration to be paid or delivered in connection with such issuance, will be legally issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Stoel Rives LLP

Stoel Rives LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Radisys Corporation:

We consent to the use of our reports dated March 15, 2010 with respect to the consolidated balance sheets of Radisys Corporation as of December 31, 2009 and 2008, and the related statements of operations, changes in shareholders’ equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, incorporated herein by reference.

Our report states the Company adopted Financial Accounting Standards Board Staff Position No. APB 14–1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement) (FSP APB 14–1) (codified in FASB ASC Topic 470, Debt with Conversions and Other Options) effective as of January 1, 2009 and retrospectively adjusted its accounting for its consolidated financial statements for the years ended December 31, 2008 and 2007 presented therein.

/s/ KPMG LLP

Portland, Oregon

August 25, 2010

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

We, the undersigned officers and directors of RadiSys Corporation hereby severally and individually constitute and appoint Scott C. Grout and Brian J. Bronson, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Registration Statement on Form S-8, and all instruments necessary or advisable in connection therewith, and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents and each of them to any and all such amendments and other instruments.

This Power of Attorney may be executed in counterparts and all such duly executed counterparts shall together constitute the same instrument.

Name	Title	Date
/s/ Scott C. Grout      Scott C. Grout	President, Chief Executive Officer and Director (principal executive officer)	August 25, 2010
/s/ Brian J. Bronson      Brian J. Bronson	Chief Financial Officer (principal financial and accounting officer)	August 25, 2010
/s/ C. Scott Gibson      C. Scott Gibson	Chairman of the Board and Director	August 17, 2010
/s/ Ken J. Bradley      Ken J. Bradley	Director	August 17, 2010
/s/ Richard J. Faubert      Richard J. Faubert	Director	August 23, 2010
/s/ Dr. William W. Lattin      Dr. William W. Lattin	Director	August 17, 2010
/s/ Kevin C. Melia      Kevin C. Melia	Director	August 17, 2010
/s/ Carl Neun      Carl Neun	Director	August 17, 2010
/s/ Lorene K. Steffes      Lorene K. Steffes	Director	August 23, 2010