S-8 1 e300456_radisys-s8.htm REGISTRATION STATEMENT Radisys Form 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 30th 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