S-8

As filed with the Securities and Exchange Commission on June 30, 2003

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, including zip code)

RadiSys Corporation 2001 Nonqualified Stock Option Plan
RadiSys Corporation 1996 Employee Stock Purchase Plan
(Full title of the plans)

Julia A. Harper
Chief Financial Officer, Vice President of Finance and Administration and Secretary
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)

Copies to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201

CALCULATION OF REGISTRATION FEE

Title 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
2001 NONQUALIFIED STOCK OPTION PLAN   Common Stock, no par value	750,000 shares	$12.55	$  9,412,500	$761.47
1996 EMPLOYEE STOCK PURCHASE PLAN   Common Stock, no par value	1,000,000 shares	$12.55	$12,550,000	$1,015.30
TOTAL	1,750,000 shares		$21,962,500	$1,776.77

(1) Pursuant to Rule 416, this Registration Statement also covers any additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the RadiSys Corporation 2001 Nonqualified Stock Option Plan or the RadiSys Corporation 1996 Employee Stock Purchase Plan.

(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 (c) and (h). The price is based upon the average of the high and low prices of RadiSys Corporation Common Stock on June 24, 2003, as reported on the Nasdaq National 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 (1) 750,000 shares of Common Stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 333-68362) filed with the Securities and Exchange Commission (the “Commission”) on August 24, 2001, for issuance pursuant to the RadiSys Corporation 2001 Nonqualified Stock Option Plan, and (2) 1,000,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-00514) filed with the Commission on January 18, 1996, on a Registration Statement on Form S-8 (File No. 333-80089) filed with the Commission on June 4, 1999, on a Registration Statement on Form S-8 (File No. 333-38988) filed with the Commission on June 9, 2000 and on a Registration Statement on Form S-8 (File No. 333-68362) filed with the Commission on August 24, 2001, for issuance pursuant to the RadiSys Corporation 1996 Employee Stock Purchase Plan. The contents of the Registration Statements on Form S-8 (File Nos. 333-68362, 333-00514, 333-80089 and 333-38988) previously filed with the Commission on August 24, 2001, January 18, 1996, June 4, 1999 and June 9, 2000, respectively, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number
5	Opinion of Baker & McKenzie
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Baker & McKenzie (See Exhibit 5)
24	Powers of Attorney

SIGNATURES

     The Registrant. 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 30^th day of June, 2003.

	RADISYS CORPORATION
By:	/s/ Scott C. Grout
	Scott C. Grout, President, Chief Executive Officer and Director

     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	June 30, 2003
/s/ Julia A. Harper Julia A. Harper	Chief Financial Officer, Vice President of Finance and Administration and Secretary	June 30, 2003
/s/ C. Scott Gibson* C. Scott Gibson	Chairman of the Board and Director	June 30, 2003
/s/ James F. Dalton* James F. Dalton	Director	June 30, 2003
/s/ Richard J. Faubert* Richard J. Faubert	Director	June 30, 2003
/s/ Dr. William W. Lattin* Dr. William W. Lattin	Director	June 30, 2003
/s/ Carl Neun* Carl Neun	Director	June 30, 2003
/s/ Jean-Pierre D. Patkay* Jean-Pierre D. Patkay	Director	June 30, 2003
/s/ Jean-Claude Peterschmitt* Jean-Claude Peterschmitt	Director	June 30, 2003
* By /s/ Scott C. Grout Scott C. Grout, as attorney-in-fact

EXHIBIT INDEX

Exhibit Number	Description
5	Opinion of Baker & McKenzie
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Baker & McKenzie (See Exhibit 5)
24	Powers of Attorney

EX-5

Exhibit 5

BAKER & McKENZIE
Attorneys at Law

2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

June 30, 2003

Board of Directors
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124

Re: RadiSys Corporation (the “Company”)

Gentlemen:

     The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) on Form S-8 under the Securities Act of 1933, as amended (the “Act”). The Registration Statement covers (a) 750,000 shares of Common Stock, no par value, of the Company (the “Stock”), which shares shall be issued pursuant to the Company’s 2001 Nonqualified Stock Option Plan, as amended (the “Option Plan”), (b) 1,000,000 shares of Stock, which shares shall be issued pursuant to the Company’s 1996 Employee Stock Purchase Plan, as amended (the “Purchase Plan,” together with the Option Plan, the “Plans”), and (c) such additional shares of Stock as may become issuable pursuant to the anti-dilution provisions of the Plans (such shares collectively referred to as the “Securities”).

     We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In rendering this opinion we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

     Based upon such examination and review and upon representations made to us by officers of the Company, we are of the opinion that upon issuance and delivery of the Securities in accordance with the applicable terms and conditions of the Plans and upon receipt by the Company of the full consideration for the Securities as determined pursuant to the Plans, and assuming no change in the applicable law or facts, the Securities will be validly issued, fully paid and nonassessable.

     This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,

/s/Baker & McKenzie

EX-23.1

Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2003, except for Note 22, as to which the date is March 24, 2003, relating to the consolidated financial statements, which appears in RadiSys Corporation’s Annual Report on Form 10-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated March 7, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon,
June 25, 2003

EX-24

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 12, 2003.

          /s/ C. Scott Gibson                  

Signature

C. Scott Gibson

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ James F. Dalton                  

Signature

James F. Dalton

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ Richard J. Faubert                  

Signature

Richard J. Faubert

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ William W. Lattin                  

Signature

William W. Lattin

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ Carl Neun                  

Signature

Carl Neun

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ Jean-Pierre D. Patkay                  

Signature

Jean-Pierre D. Patkay

Type or Print Name

POWER OF ATTORNEY

(Form S-8 Registration Statement for 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the “Company”), does hereby constitute and appoint Scott C. Grout and Julia Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company 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 the Company issuable pursuant to the Company’s 2001 Nonqualified Stock Option Plan and 1996 Employee Stock Purchase Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the 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 attorney and agent shall do or cause to be done by virtue hereof.

DATED: May 13, 2003.

         /s/ Jean-Claude Peterschmitt                  

Signature

Jean-Claude Peterschmitt

Type or Print Name