As filed with the Securities and Exchange Commission on August 25, 2010
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)
RadiSys Corporation 2007 Stock Plan
(Full title of the plan)
Brian J. Bronson
Chief Financial Officer
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:
Amar Budarapu
Baker & McKenzie LLP
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) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, no par value |
500,000 | $ 8.81 | $4,405,000 | $314.08 | ||||
| (1) | Shares of common stock of RadiSys Corporation, no par value per share (the “Common Stock”), being registered hereby relate to the RadiSys Corporation 2007 Stock Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended, there are also being registered such additional shares of Common Stock which may be issuable pursuant to the antidilution provisions of the RadiSys Corporation 2007 Stock Plan. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h) promulgated under the Securities Act of 1933, as amended. The price is based upon the average of the high and low prices of RadiSys Corporation Common Stock on August 23, 2010, as reported on the Nasdaq Global Select 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 500,000 shares of Common Stock, which shares are in addition to those previously registered on a Registration Statement on Form S-8 (File No. 333-142968) filed with the Securities and Exchange Commission (the “Commission”) on May 15, 2007 for issuance pursuant to the RadiSys Corporation 2007 Stock Plan. The contents of the Registration Statements on Form S-8 (File No. 333-142968) previously filed with the Commission on May 15, 2007 is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| Exhibit |
||
| 5.1 | Opinion of Stoel Rives LLP. | |
| 23.1 | Consent of KPMG LLP. | |
| 23.2 | Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement. | |
| 24.1 | Powers of Attorney. | |
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 25 th day of August, 2010.
| RADISYS CORPORATION | ||
| By: | /s/ Brian J. Bronson | |
| Brian J. Bronson, Chief Financial Officer | ||
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 (principal executive officer) |
August 25, 2010 | ||
| /s/ Brian J. Bronson Brian J. Bronson |
Chief Financial Officer (principal financial and accounting officer) |
August 25, 2010 | ||
| * C. Scott Gibson |
Chairman of the Board and Director |
August 25, 2010 | ||
| * Ken J. Bradley |
Director | August 25, 2010 | ||
| * Richard J. Faubert |
Director | August 25, 2010 | ||
| * Dr. William W. Lattin |
Director | August 25, 2010 | ||
| * Kevin C. Melia |
Director | August 25, 2010 | ||
| * Carl Neun |
Director | August 25, 2010 | ||
| * Lorene K. Steffes |
Director | August 25, 2010 | ||
| *By: | /s/ Brian J. Bronson | |
| Brian J. Bronson, Attorney-In-Fact By authority of the power of attorney filed as Exhibit 24.1 hereto | ||
EXHIBIT INDEX
| Exhibit |
||
| 5.1 | Opinion of Stoel Rives LLP. | |
| 23.1 | Consent of KPMG LLP. | |
| 23.2 | Consent of Stoel Rives LLP. Incorporated by reference to Exhibit 5.1 to this Registration Statement. | |
| 24.1 | Powers of Attorney. | |