Untitled Document

-----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, Wu3Fedw46Qr+F46XaOCcytL0lagOnWEgODgD9d6TWC0w03JDcVxoRGeWDMiSWbez utSV6KhMp0vo78pUde2y3A== 0001193805-03-000701.txt : 20030813 0001193805-03-000701.hdr.sgml : 20030813 20030813172817 ACCESSION NUMBER: 0001193805-03-000701 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030813 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49160 FILM NUMBER: 03842603 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 e300568_radisys-sctoia.htm AMENDMENT NO. 2 TO SCHEDULE TO Untitled Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

RADISYS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, No Par Value
(Title of Class of Securities)

750459109
(CUSIP Number of Class of Securities of Underlying Common Stock)

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 of person authorized to
receive notices and communications on behalf of filing person)

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

	CALCULATION OF FILING FEE
Transaction Valuation*		Amount of Filing Fee*
$43,241,974		$3,498.28

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 809,722 shares of common stock of RadiSys Corporation having an aggregate value of $43,241,974 as of July 30, 2003 will be exchanged or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $80.90 for each $1,000,000 of the value of the transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $3,498.28		Filing party: RadiSys Corporation
Form or Registration No.: Schedule TO		Date filed: July 31, 2003

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

This Amendment No. 2 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 31, 2003, relating to an offer by RadiSys Corporation (“RadiSys” or the “Company”) to exchange options to purchase an aggregate of 809,722 shares of the Company’s common stock, no par value, whether vested or unvested, that have been granted under the RadiSys Corporation 1995 Stock Incentive Plan or the RadiSys Corporation 2001 Nonqualified Stock Option Plan with an exercise price of $20.00 per share or higher.

This Amendment No. 2 reflects amendments that were made to pages 13, 14, 17 and 30 of the Stock Option Exchange Program Tender Offer Statement (the “Offer to Exchange”) filed as Exhibit (a)(1)(A) to the Schedule TO. Two additional exhibits, consisting of (1) a Form of Notice to eligible RadiSys employees of an Amendment to the Stock Option Exchange Program Tender Offer Statement and (2) Amended Web Site Election and Confirmation Forms, are attached hereto as Exhibits (a)(1)(P) and (a)(1)(Q), respectively.

Section 3 on page 13 of the Offer to Exchange is hereby amended to insert the following after the sentence stating that we will continue to evaluate the composition of our Board of Directors: “RadiSys anticipates there may be a change in its Board of Directors in the near future. One of its current directors must resign on or before the date of our next annual meeting of stockholders, which is scheduled for May 2004, as a result of the Company’s mandatory retirement policy for directors at age 70. Another director has indicated he may potentially submit his resignation as a result of personal reasons. The Company has recently added a new board member, Kevin C. Melia, in anticipation of these changes, and it is likely that an additional replacement board member will be selected and added this year. Other than these expected activities, the Company has no specific pending changes to the membership of its Board of Directors.” Also, page 14 of the Offer to Exchange is hereby amended to remove the following sentence: “We anticipate changes in our Board of Directors over the next six months.”

The first paragraph of Section 6 on page 17 of the Offer to Exchange is hereby amended to delete the fourth and fifth sentences and replace them with the following: “For purposes of the offer to exchange, we will be deemed to have accepted eligible options for exchange that are validly tendered and are not properly withdrawn as of the time when we give written notice to the option holders generally, or individually, of our acceptance for exchange of the eligible options. This notice may be made by press release, e-mail or other method of written or electronic communication.” Also, the third paragraph of Section 6 on page 17 of the Offer to Exchange is hereby amended by restating the last sentence as follows: “Promptly after the Expiration Date, Mellon will send each tendering option holder written or electronic notification as to whether we have accepted your tendered eligible options for exchange, and if so accepted, that we will issue to you the new options in accordance with and subject to the terms and conditions of the offer to exchange.”

Section 18 on page 30 of the Offer to Exchange is hereby amended to include additional summary financial information as follows:

Earnings to Fixed Charges

(Amounts in thousands of dollars)


	Three months ended March 31,		Years Ended December 31,

	2003		2002			2001

Income (loss) before taxes and discontinued
operations (a)	$	442	$	(4,481	)	$	(59,989	)

Fixed charges:
Interest expense (b)(c)		1,209		5,625			6,101
Rentals:
Buildings, net of sublease income -
14%(d)		82		377			719

Office and other equipment - 14%(d) .		4		39			41

Total fixed charges	$	1,295	$	6,041		$	6,861

Income (loss) before taxes and discontinued
operations, plus fixed charges	$	1,737	$	1,560		$	(53,128	)


Ratio of earnings to fixed charges		1.3X		(e)			(e)

(a)		Included in the income (loss) before taxes and discontinued operations was a gain on repurchase of convertible subordinated notes of $825 thousand and $3.0 million for the three months ended March 31, 2003 and the year ended December 31, 2002, respectively. The Company did not repurchase convertible subordinated notes in 2001.

(b)		Amortization of the discount on the Company’s outstanding convertible subordinated notes is included in Interest expense.

(c)		In January 2003, the Company’s Board of Directors authorized the repurchase, in the open market or through privately negotiated transactions, of up to $20.0 million of the Company’s 5.5% convertible subordinated notes. In February 2003, the Company repurchased $10.3 million of convertible subordinated notes. If the Company elects to repurchase its convertible subordinated notes in the open market, interest expense from convertible subordinated notes will decrease.

(d)		Management believes that 14% is a reasonable approximation of the interest factor on rentals. Building, office and other equipment rental fees that were included in restructuring charges were excluded from fixed charges.

(e)		The earnings to fixed charges ratio was less than 1:1 due to the losses reported for the years ended December 31, 2002 and 2001. To achieve an earnings to fixed charges ratio of 1:1, the Company would need to generate additional income of $4.5 million and $60.0 million for the years ended December 31, 2002 and 2001, respectively.

Section 19 on page 30 of the Offer to exchange is hereby amended to remove the following sentence: “The forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.”

Item 12. Exhibits.

Item 12 of the Tender Offer Statement on Schedule TO is hereby amended to add a reference to Exhibits (a)(1)(P) and (a)(1)(Q) which are filed herewith as follows:

(a)(1)(A)	*	Stock Option Exchange Program Tender Offer Statement, dated July 31, 2003.
(B)	*	Stock Option Exchange Program Overview.
(C)	*	Stock Option Exchange Program Frequently Asked Questions.
(D)	*	Web Site Election and Confirmation Forms.
(E)	*	Hard Copy Election Agreement.
(F)	*	RadiSys Human Resources Department presentation materials.
(G)	*	Email from Glenn Splieth dated July 31, 2003.
(H)	*	Letter from Glenn Splieth to eligible RadiSys employees on leave of absence.
(I)	*	Letter from Glenn Splieth to eligible RadiSys employees in Japan.
(J)	*	PIN Email for Eligible Employees.
(K)	*	Stock Option Exchange Program Significant Events Calendar.
(L)	*	Form of Option Exchange Reminder Emails.
(M)	*	Form of Confirmation of Cancellation of Tendered Options and Commitment to Grant New Options.
(N)	*	Form of Notice of No Election.
(O)	**	Memorandum to RadiSys Employees regarding the Information Meetings Calendar.
(P)		Form of Notice to eligible RadiSys employees of an Amendment to the Stock Option Exchange Program Tender Offer Statement.
(Q)		Amended Web Site Election and Confirmation Forms.
(b)		Not applicable.
(d)(1)	*	RadiSys Corporation 1995 Stock Incentive Plan, as amended through May 13, 2003.
(2)	*	RadiSys Corporation 2001 Nonqualified Stock Option Plan, as amended through May 13, 2003.
(3)	*	Form of stock option agreement for the RadiSys Corporation 1995 Stock Incentive Plan.
(4)	*	Form of stock option agreement for the RadiSys Corporation 2001 Nonqualified Stock Option Plan.
(g)		Not applicable.
(h)		Not applicable.

*		Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on July 31, 2003.

**		Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on August 1, 2003.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

	RADISYS CORPORATION

	/s/ Julia A. Harper
	Name: Julia A. Harper Title: Chief Financial Officer, Vice President of Finance and Administration andSecretary

Date: August 13, 2003

INDEX TO EXHIBITS

(a)(1)(A)	*	Stock Option Exchange Program Tender Offer Statement, dated July 31, 2003.
(B)	*	Stock Option Exchange Program Overview.
(C)	*	Stock Option Exchange Program Frequently Asked Questions.
(D)	*	Web Site Election and Confirmation Forms.
(E)	*	Hard Copy Election Agreement.
(F)	*	RadiSys Human Resources Department presentation materials.
(G)	*	Email from Glenn Splieth dated July 31, 2003.
(H)	*	Letter from Glenn Splieth to eligible RadiSys employees on leave of absence.
(I)	*	Letter from Glenn Splieth to eligible RadiSys employees in Japan.
(J)	*	PIN Email for Eligible Employees.
(K)	*	Stock Option Exchange Program Significant Events Calendar.
(L)	*	Form of Option Exchange Reminder Emails.
(M)	*	Form of Confirmation of Cancellation of Tendered Options and Commitment to Grant New Options.
(N)	*	Form of Notice of No Election.
(O)	**	Memorandum to RadiSys Employees regarding the Information Meetings Calendar.
(P)		Form of Notice to eligible RadiSys employees of an Amendment to the Stock Option Exchange Program Tender Offer Statement.
(Q)		Amended Web Site Election and Confirmation Forms.
(b)		Not applicable.
(d)(1)	*	RadiSys Corporation 1995 Stock Incentive Plan, as amended through May 13, 2003.
(2)	*	RadiSys Corporation 2001 Nonqualified Stock Option Plan, as amended through May 13, 2003.
(3)	*	Form of stock option agreement for the RadiSys Corporation 1995 Stock Incentive Plan.
(4)	*	Form of stock option agreement for the RadiSys Corporation 2001 Nonqualified Stock Option Plan.
(g)		Not applicable.
(h)		Not applicable.

*		Previously filed as an exhibit to the Schedule TO filed with the Securities and Exchange Commission on July 31, 2003.

**		Previously filed as an exhibit to Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on August 1, 2003.

EX-99.(A)(1)(P) 3 e300568_ex99-a1p.txt FORM OF NOTICE TO ELIGIBLE RADISYS EMPLOYEES Exhibit (a)(1)(P) Form of Notice to eligible RadiSys employees of an Amendment to the Stock Option Exchange Program Tender Offer Statement. To: All RadiSys Employees Who Are Eligible for the Stock Option Exchange Program Prior to announcing the Stock Option Exchange Program (the "Exchange Program") on July 31, 2003, RadiSys was required to file an "Offer to Exchange" with the Securities and Exchange Commission (SEC). I am writing to you in order to communicate that we are making an amendment to the Offer to Exchange. This amendment and the related documentation are in response to a recent request by the SEC to make several clarifications in the documentation. The amendment does not alter any of the terms and conditions of the Offer. This Amendment has been posted to the Mellon web site at https://www.corporate-action.net/Radisys if you are interested in reading it. These changes to the original Offer to Exchange document are not considered to be material. However, since the formal documentation has changed, we want you to be fully informed and recommend that you review the amendment prior to the Expiration Date of the Offer, which is 9:00 p.m. Pacific Time (U.S.) on Wednesday, August 27, 2003. If you have any questions regarding the Offer to Exchange, please call: Mellon Investor Services Monday through Friday 5:00 a.m. to 4:00 p.m. Pacific Time (U.S.) 888-256-2709 (Calling from within the U.S.) + 201-329-8905 (Calling from outside the U.S.) If you require a translator, a customer service representative will connect you with one and answer any questions you have over the phone. Thanks again for your consideration of the stock option exchange program. Best Regards, /s/ Glenn Splieth Glenn Splieth Senior Director, Human Resources EX-99.(A)(1)(Q) 4 e300568_ex99-a1q.txt AMENDED WEB SITE ELECTION AND CONFIRMATION FORMS - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- Welcome to the RadiSys Stock Option Exchange Program web site. This web site was designed by Mellon Investor Services and RadiSys, and is dedicated specifically to RadiSys. From this web site, you will be able to: - - Access information to help you understand the details of the RadiSys Stock Option - - View your RadiSys stock option history and exchange ratio for stock options - - Make your election if you choose to participate in the Exchange Program. - - Print your Election Confirmation should you choose to participate in the Exchange - - Log back on to verify or to change your election decision. Please click the "Continue" button below to log into the web site. -------- Continue -------- - -------------------------------------------------------------------------------- Screen 1 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- Enter your 9 digit Personal Identification Number (PIN) that you received via e-mail. Please do not enter spaces. ----------- ----------- | | | ------------------------------------ If user enters an invalid PIN number more than three times the PIN number will be locked out. ------------------------------------ -------- Continue -------- - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 2 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- Enter your 3- or 4-digit employee ID number; don't enter leading zeros. For example, if your employee number if 001322, just enter 1322. ----------- ---- ----------- | | If you do not know your employee ID number: | | U.S. Employees: Look at your most recent paycheck voucher, available | from the ProBusiness Payroll Work Center Web site at | http://workcenter.probusiness.com | |-| Employees Outside the U.S.: Look at your most recent paycheck voucher. | | | | Enter your birth date as day/month/year | | | | ----- ----- ----- | | DD: MM: YYYY: ---- | ----- ----- ----- | | -------- | Continue ---------------------------------- -------- - -------------------------------------------------------------- User can input multiple times but will not let them proceed if there is no match. Inputs are not a lock out feature - -------------------------------------------------------------- - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 3 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- --------------------------- FAQ and Overview HTMLS will ------------------------| reflect "Plan B Versions" | --------------------------- | | The offer to participate in RadiSys' Stock Option Exchange Program (the | "Exchange Program") expires at 9:00 p.m. Pacific Time on Wednesday, | August 27, 2003. | | ------------------- | Example of html pop | out on page 13. -------| | ------------------- | | | | 1. Click on the links below to view details on RadiSys' | | Exchange Program: | | | | o Program Overview | | o Frequently Asked Questions --------------------------| | |--------- o Significant Events Calendar | | o Guide to International Issues -----------------------| | o Offer to Exchange (219K, pdf.) ---------------------------------| | | | 2. Press Continue to: | | | | o View your RadiSys stock option history and exchange ratio for stock | | options eligible for exchange under the Exchange Program. | | | | o Make your election if you choose to participate in the Exchange | | Program. | | | | o View your Summary of Election if you previously submitted an Election | | Agreement from the web site. | | | | o Verify or change your election decision. | | | | -------- | | Continue | | -------- | | | | -------------------------------------------- | |------------- When user clicks on link, a separate browser | box will pop out to that html document. | -------------------------------------------- | | - ------------------------------------------------------------------------------ | If you have questions, contact the Mellon call center, Monday through Friday | between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: | | 888-256-2709 (From within the U.S.) | 201-329-8905 (From outside the U.S.) | - ------------------------------------------------------------------------------ | | ------------------------------- | When user clicks on link, a PDF ----------------------| browser box will pop out. ------------------------------- - -------------------------------------------------------------------------------- Screen 4 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- Hello [Jane]; Here is the information we have for you. Name and Address: [Full Name] [Address] [E-mail] If you have a change of home address: U.S. Employees: Send an e-mail to stacie.anderson@radisys.com Employees Outside the U.S.: Send an e-mail to elizabeth.yardley@radisys.com From this page, you can view your entire stock option grant history as of July 31, 2003. Please note that all of your options, including options that are not eligible for exchange under the Exchange Program, are shown below. It may be helpful to take into account your total stock option grant history as you consider whether or not to exchange eligible options for a predetermined number of new options that we anticipate will be granted no earlier than Monday, March 1, 2004, and the exercise price of which will be equal to the closing price of shares of RadiSys common stock on the new option grant date in accordance with the Exchange Program terms and conditions. The predetermined number of new options you will receive depends on the exercise price of the eligible options you surrender. Exchange Ratio (Calculated based upon the closing price of shares of RadiSys common stock on Wednesday, July 30, 2003): $15.46 The number of new options that you may receive in exchange for your eligible options depends upon the exercise price of your eligible options.

If you choose to participate in the Exchange Program, you must cancel all (but not less than all) eligible options shown below (excluding those shown as "Ineligible") and exchange them for new options as shown in the last column. - -------------------------------------------------------------------------------- Screen 5 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - --------------------------------------------------------------------------------

*This number is the basis for applying the exchange ratio to arrive at the number of new options that will be granted under the terms of the Exchange Program should you elect to participate. Options outstanding are options that have not been exercised, and includes both vested and unvested options. If you have options eligible for exchange and if you elect to exchange your options outstanding, you will cancel [x.xx] options. You will be granted [x.xx ] new options, in accordance with the terms and conditions of the Exchange Program. We anticipate that the new options will be granted no earlier than Monday, March 1, 2004. These new options will be subject to a new vesting schedule (see the Stock Option Exchange Program Frequently Asked Questions for details) and will have a term of seven years. If you want to see additional information associated with each of the stock option grants shown above, you can access your account from the E*TRADE OptionsLink web site at www.optionslink.com. From the OptionsLink web site, you can view the number of options that are vested and exercisable, and the expiration date of each stock option. To access the web site, you will need your OptionsLink ID and Password. Call E*TRADE at 800-838-0908 if you don't have this information or if you need assistance logging onto the web site. If you have questions about the information shown on your E*Trade OptionsLink account, contact our stock administrator, EquitEase, Monday - Friday from 8:00 a.m. - 5:00 p.m. Pacific Time at 877-791-8981. -------- Continue -------- - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 5 Cont - A [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- ELECTION AGREEMENT AUTHORIZATION TO EXCHANGE ELIGIBLE OPTIONS I understand that by clicking on the "Exchange My Options" button below, I am authorizing the cancellation of [x.xx] options, and I will be granted [x.xx] new options, in accordance with the terms and conditions of the Offer to Exchange, Exchange Program Overview, and Exchange Program Frequently Asked Questions. - -------------------------- ------------------- Do Not Exchange My Options Exchange My Options - -------------------------- ------------------- | | | | | | - ---------------------------------- ---------------------------------- To Screen7 if all your grants To Screen 7 if all your grants are are ineligible or Screen 9 if not. ineligible or to Screen 8 if not. - ---------------------------------- ---------------------------------- If you are an employee who resides in Germany and elect to exchange options under the Exchange Program, local regulations require that you sign a paper election form. Please do not make your election from this web site. A paper election form was sent to you via first class mail (to your home address) on July 31, 2003. Please follow the mailing instructions shown on the paper election form. - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 6 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- You do not have options eligible for exchange under the Exchange Program. ------ Logout ------ - -------------------------------------------------------------------------------- Screen 7 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- ELECTION CONFIRMATION Please print out this page for your records. You have authorized the following election. [TIME & DATE] Name and Address: --------------------------- [Full Name] FAQ and Overview HTMLS will [Address] reflect "Plan B Versions" [E-mail] --------------------------- Your current election is reflected below. Please be advised that you cannot change your election after the Exchange Program expires at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. However, you may return to this web site to make a change at any time before the Exchange Program expires. If you elect to exchange your options, you will receive a "Confirmation of Cancellation of Tendered Options and Promise to Grant New Options" at your RadiSys e-mail address or by mail after the Exchange Program expiration date.

Click on the links below to view details on RadiSys' Exchange Program: Program Overview Frequently Asked Questions Significant Events Calendar Guide to International Issues Offer to Exchange (219K, pdf) You may log back into this web site at any time until the expiration of the offer to exchange at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. Logout - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 8 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- ELECTION CONFIRMATION Please print out this page for your records. You have Elected not to participate in the Exchange Program. [TIME & DATE] Name and Address: --------------------------- [Full Name] FAQ and Overview HTMLS will [Address] reflect "Plan B Versions" [E-mail] --------------------------- Your current election is reflected below. Please be advised that you cannot change your election after the Exchange Program expires at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. However, you may return to this web site to make a change at any time before the Exchange Program expires. If you elect to exchange your options, you will receive a "Confirmation of Cancellation of Tendered Options and Promise to Grant New Options" at your RadiSys e-mail address or by mail after the Exchange Program expiration date.

*You have elected to cancel 0,000 options. You will be granted 0,000 new options. You have elected not to participate in the Exchange Program, and you will not be granted any new options. Your options will remain outstanding until they become vested and are exercised, or until they expire by their terms and conditions of grant and they will retain their current exercise price and vesting schedule. Click on the links below to view details on RadiSys' Exchange Program: Program Overview Frequently Asked Questions Significant Events Calendar Guide to International Issues Offer to Exchange (219K, pdf) You may log back into this web site at any time until the expiration of the offer to exchange at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. ------ Logout ------ - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 9 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- You have logged out of the RadiSys Stock Option Exchange Program web site. - -------------------------------------------------------------------------------- Screen 10 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- Welcome back, [Jane]. ------------------------------------------- When revisiting the sight, this Screen will Name and Address: display after Screen 4 [Full Name] ------------------------------------------- [Address] | [E-mail] | | You visited the RadiSys site on [Date of previous election]. Our records indicate that you do not have any grants eligible for exchange. Please see the table below for details. You may logout by clicking on the "Logout" button below.

You may log back into this web site at any time until the expiration of the offer to exchange at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. Ineligible ------ Welcome Back Logout Screen ------ - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 11 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) - -------------------------------------------------------------------------------- [LOGO] RadiSys. Stock Option Exchange Program - -------------------------------------------------------------------------------- SUMMARY OF ELECTION Welcome back, [Jane]. ------------------------------------------- When revisiting the sight, this Screen will Name and Address: display after Screen 4 [Full Name] ------------------------------------------- [Address] | [E-mail] | | You made the following election on [Date of previous election]. To change your election, press the "Change My Election" button below. If you do not wish to change your election, you may logout by clicking on the "Logout" button below.

You may log back into this web site at any time until the expiration of the offer to exchange at 9:00 p.m., Pacific Time (U.S.), on Wednesday, August 27, 2003. ------ ------------------ Logout Change My Election ------ ------------------ | ---------------------------------- | Goes back to "Hello election page" -------------| ---------------------------------- - -------------------------------------------------------------------------------- If you have questions, contact the Mellon call center, Monday through Friday between the hours of 5:00 a.m. to 4:00 p.m. Pacific Time at: 888-256-2709 (From within the U.S.) 201-329-8905 (From outside the U.S.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Screen 12 [LOGO] Mellon Mellon Investor Services A Mellon Financial Company(SM) Guide to International Issues From this page, you can access a summary of tax consequences associated with the cancellation of outstanding options in exchange for the grant of new options for each country shown. These summaries are general in nature and do not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor are they intended to be applicable in all respects to all categories of option holders. Please note that tax laws change frequently and, occasionally, on a retroactive basis. You are advised to seek appropriate professional advice as to how the tax and other laws in your country apply to your specific situation before you elect to participate in the Stock Option Exchange Program. Germany United Kingdom --------------------------------------| | United States | | ---------------------------------------------- Links are part of this html and will drop down into those sections. ---------------------------------------------- Tax Sample, Page 13 -----END PRIVACY-ENHANCED MESSAGE-----