EX-25.1 9 e300831_ex25-1.htm STATEMENT OF ELIGIBILITY OF TRUSTEE Untitled Document

Exhibit 25.1


SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________


JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

New York
  13-4994650
(State of incorporation
if not a national bank)
  (I.R.S. employer
identification No.)
270 Park Avenue
New York, New York
  10017
(Address of principal executive offices)   (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)


RadiSys Corporation
(Exact name of obligor 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)   (Zip Code)

1 3/8% Convertible Senior Notes due November 15, 2023
(Title of the indenture securities)


 


 

Item 1. General Information.

     Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

          New York State Banking Department, State House, Albany, New York 12110.

          Board of Governors of the Federal Reserve System, Washington, D.C., 20551

          Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y.

          Federal Deposit Insurance Corporation, Washington, D.C., 20429.

     (b) Whether it is authorized to exercise corporate trust powers.

          Yes.

Item 2. Affiliations with the Obligor and Guarantors.

     If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation.

     None.

2


 

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894 filed January 17, 2002, which is incorporated by reference.)

     2. None, a copy of the Certificate of Authority of the Trustee to Commence Business being contained in the document indentified as Exhibit 1 above. On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, filed January 17, 2002 which is incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority.

     8. Not applicable.

      9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 15th day of December, 2003.

  JPMORGAN CHASE BANK
     
  By  /s/ Carol Ng          
    Carol Ng
Vice President

 

3


 

Item 16. List of Exhibits

     List below all exhibits filed as a part of this Statement of Eligibility.

     1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connections with Registration Statement No. 333-76894 filed January 17, 2002, which is incorporated by reference.)

     2. None, a copy of the Certificate of Authority of the Trustee to Commence Business being contained in the document identified above as Exhibit 1. On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

     3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2.

     4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement 333-76894 filed January 17, 2002, which is incorporated by reference.)

     5. Not applicable.

     6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to this Form T-1).

     7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority (see Exhibit 7 to this Form T-1.)

     8. Not applicable.

      9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 15th day of December, 2003.

  JPMORGAN CHASE BANK
     
  By  /s/ Carol Ng          
    Carol Ng
Vice President

 

3


 

Exhibit 6 to Form T-1

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

December 15, 2003

Securities and Exchange Commission

Washington D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an Indenture between RadiSys Corporation and JPMorgan Chase Bank, as Trustee, the undersigned , in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

JPMorgan Chase Bank

JPMORGAN CHASE BANK
   
By  /s/ Carol Ng          
  Carol Ng
Vice President


 

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 2003, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

ASSETS   Dollar Amounts
in Millions
 
           
Cash and balances due from depository institutions:          
     Noninterest-bearing balances and    
     currency and coin     $ 17,578  
     Interest-bearing balances       9,823  
Securities:    
Held to maturity securities       210  
Available for sale securities       57,792  
Federal funds sold and securities purchased under    
     agreements to resell    
     Federal funds sold in domestic offices       9,491  
     Securities purchased under agreements to resell       91,241  
Loans and lease financing receivables:    
     Loans and leases held for sale       35,681  
     Loans and leases, net of unearned income       170,168  
     Less: Allowance for loan and lease losses       3,448  
     Loans and leases, net of unearned income and    
     allowance       166,720  
Trading Assets       178,938  
Premises and fixed assets (including capitalized leases)       6,057  
Other real estate owned       110  
Investments in unconsolidated subsidiaries and    
     associated companies       732  
Customers' liability to this bank on acceptances    
     outstanding       260  
Intangible assets    
        Goodwill       2,198  
        Other Intangible assets       4,096  
Other assets       57,193  
TOTAL ASSETS     $ 638,120  
     
 

 


 

LIABILITIES          
     
Deposits    
     In domestic offices     $ 188,866  
     Noninterest-bearing       76,927  
     Interest-bearing       111,939  
     In foreign offices, Edge and Agreement    
     subsidiaries and IBF's       124,493  
     Noninterest-bearing       6,439  
     Interest-bearing       118,054  
     
Federal funds purchased and securities sold under agree-    
ments to repurchase:    
     Federal funds purchased in domestic offices       4,679  
     Securities sold under agreements to repurchase       82,206  
Trading liabilities       136,012  
Other borrowed money (includes mortgage indebtedness    
     and obligations under capitalized leases)       24,937  
Bank's liability on acceptances executed and outstanding       260  
Subordinated notes and debentures       8,040  
Other liabilities       31,270  
TOTAL LIABILITIES       600,763  
Minority Interest in consolidated subsidiaries       358  
     
EQUITY CAPITAL    
           
Perpetual preferred stock and related surplus       0  
Common stock       1,785  
Surplus (exclude all surplus related to preferred stock)       16,306  
Retained earnings       18,875  
Accumulated other comprehensive income       33  
Other equity capital components       0  
TOTAL EQUITY CAPITAL       36,999  
     
 
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL     $ 638,120  
     
 

 

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

  WILLIAM B. HARRISON, JR. )
  LAWRENCE A. BOSSIDY ) DIRECTORS
  ELLEN V. FUTTER )