UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 1)1
Radisys Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
750459109
(CUSIP Number)
ERIC SINGER
VERTEX CAPITAL ADVISORS, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
Authorized to Receive Notices and Communications)
February 4, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Vertex Opportunities Fund, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,628,535 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,628,535 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,628,535 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
2
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Vertex Special Opportunities Fund II, LP | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,619,739 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,619,739 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,739 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
3
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Vertex GP, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,628,535 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,628,535 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,628,535 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
4
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Vertex Special Opportunities GP II, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 1,619,739 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 1,619,739 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,619,739 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
5
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Vertex Capital Advisors, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 3,248,274 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 3,248,274 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,248,274 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON IA | ||
6
CUSIP NO. 750459109
| 1 | NAME OF REPORTING PERSON Eric Singer | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
| 8 | SHARED VOTING POWER 3,248,274 | ||
| 9 | SOLE DISPOSITIVE POWER - 0 - | ||
| 10 | SHARED DISPOSITIVE POWER 3,248,274 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,248,274 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
7
CUSIP NO. 750459109
The following constitutes Amendment No. 1 to Schedule 13D filed by the undersigned (the “Amendment No.1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Vertex Opportunities and VSO II were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,628,535 Shares beneficially owned by Vertex Opportunities is approximately $4,496,108, excluding brokerage commissions. The aggregate purchase price of the 1,619,739 Shares beneficially owned by VSO II is approximately $3,834,525, excluding brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 36,480,263 Shares outstanding, which is the total number of Shares outstanding as of November 4, 2014 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2014.
| A. | Vertex Opportunities |
| (a) | As of the close of business on February 5, 2015 Vertex Opportunities beneficially owned 1,628,535 Shares. |
Percentage: Approximately 4.5%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,628,535 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,628,535 |
| (c) | The transactions in the Shares by Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| B. | VSO II |
| (a) | As of the close of business on February 5, 2015 VSO II beneficially owned 1,619,739 Shares. |
Percentage: Approximately 4.4%
8
CUSIP NO. 750459109
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,619,739 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,619,739 |
| (c) | The transactions in the Shares by VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| C. | Vertex GP |
| (a) | Vertex GP, as the general partner of Vertex Opportunities, may be deemed the beneficial owner of the 1,628,535 shares owned by Vertex Opportunities. |
Percentage: Approximately 4.5%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,628,535 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,628,535 |
| (c) | Vertex GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Vertex Opportunities during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| D. | VSO GP II |
| (a) | VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 1,619,739 shares owned by VSO II. |
Percentage: Approximately 4.4%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 1,619,739 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 1,619,739 |
| (c) | VSO GP II has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of VSO II during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| E. | Vertex Capital |
| (a) | Vertex Capital, as the investment manager of Vertex Opportunities and VSO II, may be deemed the beneficial owner of the (i) 1,628,535 Shares owned by Vertex Opportunities and (ii) 1,619,739 Shares owned by VSO II. |
Percentage: Approximately 8.9%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 3,248,274 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 3,248,274 |
| (c) | Vertex Capital has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
9
CUSIP NO. 750459109
| F. | Eric Singer |
| (a) | Mr. Singer, as the managing member of Vertex GP, VSO GP II and Vertex Capital, may be deemed the beneficial owner of the (i) 1,628,535 Shares owned by Vertex Opportunities and (ii) 1,619,739 Shares owned by VSO II. |
Percentage: Approximately 8.9%
| (b) | 1. Sole power to vote or direct vote: -0- |
| 2. Shared power to vote or direct vote: 3,248,274 |
| 3. Sole power to dispose or direct the disposition: -0- |
| 4. Shared power to dispose or direct the disposition: 3,248,274 |
| (c) | Mr. Singer has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Vertex Opportunities and VSO II, during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
10
CUSIP NO. 750459109
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2015
| Vertex Opportunities Fund, LP | |||
| By: | Vertex GP, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex GP, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Special Opportunities Fund II, LP | |||
| By: | Vertex Special Opportunities GP II, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Special Opportunities GP II, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| Vertex Capital Advisors, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| /s/ Eric Singer | |
| Eric Singer |
11
CUSIP NO. 750459109
SCHEDULE A
Transactions in Securities of the Issuer During the Past Sixty Days
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
VERTEX OPPORTUNITIES FUND, LP
| Purchase of Common Stock | 5,000 | 2.2250 | 12/08/2014 |
| Purchase of Common Stock | 15,000 | 2.1196 | 12/12/2014 |
| Purchase of Common Stock | 700 | 2.2800 | 12/23/2014 |
| Purchase of Common Stock | 24,906 | 1.9930 | 02/04/2015 |
| Purchase of Common Stock | 204,226 | 1.8396 | 02/04/2015 |
VERTEX SPECIAL OPPORTUNITIES FUND II, LP
| Purchase of Common Stock | 25,094 | 1.9930 | 02/04/2015 |
| Purchase of Common Stock | 205,774 | 1.8396 | 02/04/2015 |