UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 29,
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
| Oregon | 0-26844 | 93-0945232 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
5445 NE Dawson Creek Drive Hillsboro, Oregon |
97124 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (503) 615-1100
No Change
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 204.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 29, 2008, the board of directors of RadiSys Corporation approved Articles of Amendment to the Company’s Second Restated Articles of Incorporation (the “Articles”) that reflect a reduction in the number of authorized shares of preferred stock as required by Section 60.177 of the Oregon Business Corporation Act. The number of authorized shares of preferred stock was reduced from 10,000,000 to 5,663,952 shares as a result of prior conversions of preferred stock into common stock. Section 60.177 of the Oregon Business Corporation Act provides that the board of directors may adopt this housekeeping amendment without shareholder action. The Articles were filed with the Oregon Secretary of State on January 30, 2008.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 3.1 | Articles of Amendment to Second Restated Articles of Incorporation | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RADISYS CORPORATION | ||||||||
| Date: January 30, 2008 | By: | /s/ Brian Bronson | ||||||
| Brian Bronson | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 3.1
ARTICLES OF AMENDMENT
TO SECOND RESTATED ARTICLES OF INCORPORATION
OF
RADISYS CORPORATION
1. The name of the corporation is RadiSys Corporation (the “Corporation”).
2. The Second Restated Articles of Incorporation of the Corporation (the “Articles”) are amended as follows:
| a. | Article IV(A) of the Articles is amended and restated in its entirety as follows: |
The aggregate number of shares which the corporation shall have authority to issue shall consist of 100,000,000 shares of common stock, without par value (“Common Stock”), and 5,663,952 shares of preferred stock, par value $.01 per share (“Preferred Stock”).
| b. | The number of authorized shares of preferred stock is reduced by 4,336,048 from 10,000,000 to 5,663,952. |
| c. | There are no remaining shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock outstanding after the reduction of the number of authorized shares. |
3. The amendment was adopted on January 29, 2008.
4. Shareholder action was not required to adopt the amendment. The amendment was adopted by the board of directors without shareholder action.
5. The person to contact about this filing is Brian Bronson at (503) 615-1281.
Dated: January 30, 2008.
| RADISYS CORPORATION | ||||||||
| By: | /s/ Brian Bronson | |||||||
| Name: | Brian Bronson | |||||||
| Title: | Chief Financial Officer | |||||||