As filed with the Securities and Exchange Commission on July 18, 2002
Registration No. 333-46473
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
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OREGON 93-0945232
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(Address of Principal (Zip Code)
Executive Offices)
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RadiSys Corporation
1995 Stock Incentive Plan, as amended
(Full title of plan)
-------------------
Julia A. Harper
Vice President of Finance and Administration and Chief Financial Officer
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, OR 97124
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 615-1100
Copy to:
John R. Thomas
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Post-Effective Amendment No. 1
------------------------------
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
(File No. 333-46473) amends the cover page of the original filing by designating
Julia A. Harper, Vice President of Finance and Administration and Chief
Financial Officer of RadiSys Corporation, as the agent for service and changing
the address to which copies of notices and communications should be sent. Item 8
of Part II (Exhibits) has also been amended to reflect the inclusion of Exhibit
24.2 (Powers of Attorney), filed herewith, and to update the references in
Exhibit 4.1 (Second Restated Articles of Incorporation and amendments thereto)
and Exhibit 4.2 (Restated Bylaws).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
--------
4.1 Second Restated Articles of Incorporation and amendments
thereto. Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration No.
33-95892), and by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000.
4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on Form S-8 (Registration
No. 333-38966).
5.1 Opinion of Stoel Rives LLP.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Stoel Rives (included in Exhibit 5.1).*
24.1 Powers of Attorney.*
24.2 Powers of Attorney.**
* Filed previously.
** Filed herewith.
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
post-effective amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hillsboro, State of Oregon, on July
16, 2002.
RADISYS CORPORATION
By:/s/JULIA A. HARPER
------------------------------------------
Julia A. Harper
Vice President of Finance and
Administration and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to this registration statement has been signed by the following
persons in the capacities indicated on July 16, 2002.
Signature Title
--------- -----
/s/RONALD A. DILBECK
---------------------------- Acting President and Chief Executive Officer
Ronald A. Dilbeck (Principal Executive Officer)
/s/JULIA A. HARPER
---------------------------- Vice President of Finance and Administration
Julia A. Harper and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/CARL W. NEUN
----------------------------* Chairman of the Board
Carl W. Neun
/s/JAMES F. DALTON
----------------------------* Director
James F. Dalton
/s/RICHARD J. FAUBERT
----------------------------* Director
Richard J. Faubert
/s/C. SCOTT GIBSON
----------------------------* Director
C. Scott Gibson
/s/JEAN-CLAUDE PETERSCHMITT
----------------------------* Director
Jean-Claude Peterschmitt
/s/JEAN-PIERRE D. PATKAY
----------------------------* Director
Jean-Pierre D. Patkay
*By /s/JULIA A. HARPER
------------------------------------
Julia A. Harper, as attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Document Description
------ --------------------
4.1 Second Restated Articles of Incorporation and amendments
thereto. Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration No.
33-95892), and by reference to Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 2000.
4.2 Restated Bylaws. Incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (Registration No.
333-38966).
5.1 Opinion of Stoel Rives LLP.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Stoel Rives (included in Exhibit 5.1).*
24.1 Powers of Attorney.*
24.2 Powers of Attorney.**
* Filed previously.
** Filed herewith.