a5535185.htm
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): November 1,
2007
RADISYS
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Oregon
|
0-26844
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93-0945232
|
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(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
5445
NE Dawson Creek Drive
|
|
|
Hillsboro,
Oregon
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97124
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|
(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
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
TABLE
OF CONTENTS
Item
2.02. Results of Operations and Financial
Condition.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT
INDEX
EXHIBIT
99.1
Item
2.02. Results of Operations and Financial
Condition.
The
information in this
Item 2.02 and the Exhibits attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it
be deemed incorporated by reference in any filing under the Securities Act
of
1933 or any proxy statement or report or other document we may file with
the
SEC, regardless of any general incorporation language in any such filing,
except
as shall be expressly set forth by specific reference in such
filing.
On
November 1, 2007, RadiSys Corporation (the “Company”) issued a press release
announcing its results for the fiscal quarter ended September 30, 2007. A
copy
of this press release is attached hereto as Exhibit 99.1.
This
press release contains
forward-looking statements, including statements about the Company’s business
strategy and the Company’s guidance for the fourth quarter of 2007 and for 2008,
particularly with respect to anticipated revenues and loss/ earnings per
share. Actual results could differ materially from the outlook,
guidance and expectations in these forward-looking statements as a result
of a
number of risk factors, including, among others, (a) the anticipated amount
and
timing of revenues from design wins due to the Company’s customers’ product
development time, cancellations or delays, (b) the Company's inability to
successfully integrate operations, technologies, products or personnel from
the
acquisition of Intel MCPD, (c) the Company's inability to realize the benefits
sought from the acquisition of Convedia Corporation and Intel MCPD, higher
than
anticipated integration costs of the acquisition and less than expected
financial performance resulting therefrom, which may adversely affect the
price
of the Company’s stock, and (d) the factors listed in RadiSys’ reports filed
with the Securities and Exchange Commission (SEC), including those listed
under
“Risk Factors” in RadiSys’ Annual Report on Form 10-K for the year ended
December 31, 2006, and in the RadiSys Quarterly Reports on Form 10-Q filed
with
the SEC each fiscal quarter, and other filings with the SEC, copies of which
may
be obtained by contacting the Company at 503-615-1100 or from the Company’s
investor relations web site at http://investor.radisys.com/. Although
forward-looking statements help provide additional information about RadiSys,
investors should keep in mind that forward-looking statements are inherently
less reliable than historical information. All information in
this press release is as of November 1, 2007. The Company undertakes no duty
to
update any forward-looking statement to conform the statement to actual results
or changes in the Company’s expectations.
To
supplement its condensed
consolidated financial statements in accordance with generally accepted
accounting principles (GAAP), the Company's earnings release contains non-GAAP
financial measures that exclude certain expenses, gains and losses, such
as the
effects of (a) acquisition-related expenses including an in-process R&D
charge, amortization of acquired intangible assets, amortization of deferred
compensation, integration expenses and purchase accounting adjustments, (b)
stock-based compensation expense recognized as a result of the Company’s
adoption of FAS 123R, (c) restructuring charges (reversals), (d) insurance
gain
(e) a gain related to supplier settlement, and (f) a gain related to the
sale of
a building /land. The Company believes that the use of non-GAAP financial
measures provides useful information to investors to gain an overall
understanding of its current financial performance and its prospects for
the
future. Specifically, the Company believes the non-GAAP results provide useful
information to both management and investors by excluding certain expenses,
gains and losses that the Company believes are not indicative of its core
operating results. In addition, non-GAAP financial measures are used by
management for budgeting and forecasting as well as subsequently measuring
the
Company's performance, and the Company believes that it is providing investors
with financial measures that most closely align to its internal measurement
processes. These non-GAAP measures are considered to be reflective of the
Company’s core operating results as they more closely reflect the essential
revenue-generating activities of the Company and direct operating expenses
(resulting in cash expenditures) needed to perform these revenue-generating
activities. The Company also believes, based on feedback provided to
the Company during its earnings calls' Q&A sessions and discussions with the
investment community, that the non-GAAP financial measures it provides are
necessary to allow the investment community to construct their valuation
models
to better align its results and projections with its competitors and market
sector, as there is significant variability and unpredictability across
companies with respect to certain expenses, gains and
losses. Accordingly, management excludes the amortization of acquired
intangible assets related to the Convedia and Intel MCPD acquisitions,
stock-based compensation expense and significant and non-recurring
charges.
The
non-GAAP financial information is
presented using consistent methodology from quarter-to-quarter and year-to-year.
These measures should be considered in addition to results prepared in
accordance with GAAP. In addition, these non-GAAP financial measures
are not based on any comprehensive set of accounting rules or principles.
The
Company believes that non-GAAP financial measures have limitations in that
they
do not reflect all of the amounts associated with the Company's results of
operations as determined in accordance with GAAP and that these measures
should
only be used to evaluate the Company's results of operations in conjunction
with
the corresponding GAAP financial measures.
A
reconciliation of non-GAAP
information to GAAP information is included in the tables below. The
non-GAAP financial measures disclosed by the Company should not be considered
a
substitute for or superior to financial measures calculated in accordance
with
GAAP, and reconciliations between GAAP and non-GAAP financial measures
included
in this earnings release should be carefully evaluated. The non-GAAP
financial measures used by the Company may be calculated differently from,
and
therefore may not be comparable to, similarly titled measures used by other
companies.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are furnished with this report on Form 8-K:
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Exhibit
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Number
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Description
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99.1
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Press
Release, dated November 1, 2007
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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.
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RADISYS
CORPORATION |
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Date:
November 1, 2007
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By:
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/s/
Brian Bronson
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Name:
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Brian
Bronson
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
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Number
|
Description
|
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99.1
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Press
Release, dated November 1, 2007
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