As filed with the Securities and Exchange Commission on December 23, 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 401(k) Savings Plan
(Full title
of the plan)
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)
with a copy
to:
Daniel W. Rabun
Baker
& McKenzie
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)(3) |
Proposed Maximum
Offering Price Per Share (2) |
Proposed Maximum
Aggregate Offering Price (2) |
Amount of Registration Fee |
| |
||||
| 401(k) SAVINGS PLAN
Common Stock, no par value |
150,000 shares | $16.42 | $2,463,000 | $200 |
(1)
The shares of common stock of RadiSys Corporation being registered consist of
shares to be acquired in open market purchases under the employee benefit plan
described herein.
(2)
Estimated solely for purposes of calculating the registration fee pursuant to
Rule 457 (c) and (h) under the Securities Act of 1933. The price is based upon
the average of the high and low prices of RadiSys Corporation common stock on
December 19, 2003, as reported on the Nasdaq National Market.
(3)
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
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 150,000 shares of common stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 333-50584) filed with the Securities and Exchange Commission (the "Commission") on November 24, 2000, for use in connection with the RadiSys Corporation 401(k) Savings Plan (the "Plan"). The contents of the Registration Statement on Form S-8 (File No. 333-50584) previously filed with the Commission on November 24, 2000, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit Number |
||
| 23 | Consent of PricewaterhouseCoopers LLP | |
| 24 | Powers of Attorney |
The registrant undertakes that the registrant will submit or has submitted the Plan and all amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.
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 23rd day of December, 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 | December 23, 2003 | ||
| /s/
Julia A. Harper Julia A. Harper |
Chief Financial Officer, Vice President of Finance and Administration and Secretary | December 23, 2003 | ||
| /s/
C. Scott Gibson* C. Scott Gibson |
Chairman of the Board and Director | December 23, 2003 | ||
| /s/
Ken J. Bradley* Ken J. Bradley |
Director | December 23, 2003 | ||
| /s/
Richard J. Faubert* Richard J. Faubert |
Director | December 23, 2003 | ||
| /s/
Dr. William W. Lattin* Dr. William W. Lattin |
Director | December 23, 2003 | ||
| /s/
Kevin C. Melia* Kevin C. Melia |
Director | December 23, 2003 | ||
| /s/
Carl W. Neun* Carl W. Neun |
Director | December 23, 2003 | ||
| /s/
Jean-Pierre D. Patkay* Jean-Pierre D. Patkay |
Director | December 23, 2003 | ||
| /s/
Jean-Claude Peterschmitt* Jean-Claude Peterschmitt |
Director | December 23, 2003 | ||
| *
By /s/ Scott C. Grout Scott C. Grout, as attorney-in-fact |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have 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 December 23, 2003.
| RADISYS CORPORATION 401(k) SAVINGS PLAN | ||
| By: | /s/ Julia A. Harper | |
| Julia A. Harper, Administrative Committee Member | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 23 | Consent of PricewaterhouseCoopers LLP | |
| 24 | Powers of Attorney |