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) March 1, 1999
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RADISYS CORPORATION
State of Oregon 0-26844 93-0945232
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File No.) Identification No.)
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 March 1, 1999 RadiSys Corporation (the "Company") purchased certain
assets of International Business Machines Corporation ("IBM") dedicated to the
design, manufacture and sale of IBM's ARTIC communications coprocessor adapter
hardware and software for wide area network (WAN) and other telephony
applications (the "Acquisition"). In addition, pursuant to the terms of the
Acquisition, IBM licensed certain IBM patents to the Company. The purchase price
paid at closing was $27,760,027 in cash subject to specified post-closing
adjustments. The total amount of cash paid at closing was obtained from the
Company's existing cash balances.
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 Statement 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.
(c) Exhibits.
2.1 Asset Purchase Agreement between RadiSys Corporation and
International Business Machines Corporation, dated as of
February 9, 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: March 3, 1999
RADISYS CORPORATION
By: BRIAN V. TURNER
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Brian V. Turner
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 February
9, 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 Assignment and Assumption Agreement
Exhibit B Bill of Sale
Exhibit C Schedule of Disclosure and Exceptions
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 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 License Agreements