UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 28, 1999
RADISYS CORPORATION
State of Oregon 0-26844 93-0945232
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(State or other jurisdiction (Commission (IRS Employer
of incorporation or File No.) Identification No.)
organization)
5445 NE Dawson Creek Drive, Hillsboro, OR 97124
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(Address of principal executive offices) (Zip Code)
(503) 615-1100
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(Registrant's telephone number, including area code)
No Change
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(Former name, former address and former fiscal year,
if changed since last report)
Item 2. Acquisition of Assets
On December 28, 1999 RadiSys Corporation (the "Company") purchased certain
discrete assets of International Business Machines Corporation ("IBM") related
to IBM's Open Computing Platform (OCP) operation, which develops and sells
integrated computer-based solutions based on Intel architecture, primarily to
OEMs of telecommunications equipment (the "Acquisition"). The tangible assets
and the operations acquired consist primarily of inventory, office equipment and
manufacturing test equipment and related collateral materials. In addition,
pursuant to the terms of the Acquisition, the Company acquired certain related
intellectual property rights, including trademarks and license rights to
patents, copyrights and know-how. The purchase price paid at closing was $13.9
million in cash subject to specified post-closing adjustments. Pursuant to the
terms of the Acquisition, the Company may be required to make additional future
payments in March of 2001, 2002, and 2003 based upon a formula tied to future
OCP revenues. The total consideration for the Acquisition will not exceed $30
million. The total amount of cash paid at closing was obtained from the
Company's existing borrowing facility with U.S. Bank, National Association.
The Company intends to continue using the assets purchased in the
Acquisition in the line of business previously operated by IBM.
For a more complete description of the terms of the Acquisition, reference
is made to the Asset Purchase Agreement, which is incorporated by reference as
Exhibit 2.1 to this Current Report on Form 8-K as indicated in Item 7 below.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The Company has determined that it is impracticable to provide the
financial statements of the acquired business at the time this Current Report on
Form 8-K is filed with the Securities and Exchange Commission (the
"Commission"). Such financial statements will be filed with the Commission by an
amendment of this report no later than 60 days after the date on which this
report must be filed with the Commission.
(b) Pro forma financial information.
The Company has determined that it is impracticable to provide this
pro forma financial information at the time this Current Report on Form 8-K is
filed with the Commission. Such information will be filed with the Commission by
an amendment of this report no later than 60 days after the date on which this
report must be filed with the Commission.
2
(c) Exhibits.
2.1 Asset Purchase Agreement between RadiSys Corporation and
International Business Machines Corporation, dated as of
December 17, 1999
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 10, 2000.
RADISYS CORPORATION
By: STEPHEN F. LOUGHLIN
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Stephen F. Loughlin
Vice President of Finance and
Administration and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Description
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2.1 Asset Purchase Agreement between RadiSys Corporation and
International Business Machines Corporation, dated as of
December 17, 1999
The following exhibits and schedules to the Asset Purchase
Agreement have been omitted and will be provided to the Securities
and Exchange Commission upon request:
Exhibit A Assumption Agreement
Exhibit B Bill of Sale
Exhibit C Schedule of Disclosure and Exceptions
Exhibit D OCP Products
Exhibit E OEM Customer Applications Which Currently
Use OCP Products
Schedule 1.1 Transferred Assets
Schedule 1.1(a) Production Equipment
Schedule 1.1(b) Furniture and Equipment
Schedule 1.1(c) Inventory and Work in Process
Schedule 1.1(d) Customer and Other Contracts to be
Transferred to Buyer as Transferred Assets
Schedule 1.2 Excluded Assets
Schedule 1.4 Assumed Liabilities
Schedule 1.4(a) Contracts to be Transferred to Buyer as
Assumed Liabilities
Schedule 1.4(b) Contracts with Seller or Seller's
Affiliates to be Transferred to Buyer as
Assumed Liabilities
Schedule 2.2 Closing Statement
Schedule 3.1 Estimated Allocation of Purchase Price
Schedule 4.2(a) Listing of Regular and Supplemental
Employees
Schedule 4.2(b)(1) Summary of Buyer's Planned Employment
Terms and Benefit Plans
Schedule 4.2(b)(2) Buyer's Severance Pay Practice for
Transferred Employees
Schedule 8.3 Governmental Actions
Schedule 8.8 OEM Agreement Consents