Radisys 11-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2002 or
     
[   ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _____________ to _____________.

 

Commission file number 0-26844

RadiSys Corporation 401(k) Savings Plan
_______________________________
(Full title of the plan)

RADISYS CORPORATION
5445 NE Dawson Creek Drive
Hillsboro, OR 97124

_______________________________
(Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office)


 

REQUIRED INFORMATION

ITEM 4.

    Page

Report of Independent Accountants   1
   
Financial Statements:  
     Statement of Net Assets Available for Benefits  
         December 31, 2002 and 2001   2
     Statement of Changes in Net Assets Available for Benefits  
         For the Year Ended December 31, 2002   3
     Notes to Financial Statements   4
   
Supplemental Schedule: *  
     Schedule H, line 4i - Schedule of Assets (Held at End of Year)  
         December 31, 2002   9

 

*

Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable to the Plan.

 


 

REPORT OF INDEPENDENT ACCOUNTANTS

To the Participants and Administrator of the
RadiSys Corporation 401(k) Plan

     In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the RadiSys Corporation 401(k) Plan (the Plan) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

April 25, 2003

 

1


 

RadiSys Corporation 401(k) Plan
Statement of Net Assets Available for Benefits
December 31, 2002 and 2001

  2002     2001
          ASSETS          
Investments, at fair value:          
   Cash and cash equivalents $ 3,760    $ 27,664
   Common or collective trust funds   3,855,707     4,368,212
   Registered investment companies   16,377,169     19,797,299
   Employer securities   187,486     112,528
   Participant loans   726,996     822,299
 
 
      Total investments   21,151,118     25,128,002
           
Receivables:          
   Employer’s matching contribution   783,482     889,290
 
 
           
      Net assets available for benefits $ 21,934,600    $ 26,017,292
 
 

 

     The accompanying notes are an integral part of the financial statements.
2


 

RadiSys Corporation 401(k) Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2002

Additions:      
   Investment income:      
      Depreciation in fair value of investments $ (4,678,828 )
      Interest income   56,856  
   Contributions:      
      Employee contributions   2,839,793  
      Employee rollovers   169,490  
      Employer match   806,921  
 
 
      Total additions   (805,768 )
 
 
Deductions:      
   Benefit payments and hardship withdrawals   3,276,459  
   Third-party administrative expenses   465  
 
 
      Total deductions   3,276,924  
 
 
       
      Net decrease in net assets available for benefits   (4,082,692 )
       
Net assets available for benefits:      
   Beginning of year   26,017,292  
 
 
   End of year $ 21,934,600  
 
 

 

     The accompanying notes are an integral part of the financial statements.
3


 

RadiSys Corporation 401(k) Plan
Notes to Financial Statements

1. Description of Plan

  General
 

The RadiSys Corporation 401(k) Plan (the Plan) was established by RadiSys Corporation (the Company) on January 1, 1989 to provide a means for savings and investment by employees for retirement purposes. Participation in the Plan, which is a defined contribution plan, is voluntary. Currently, all employees of the Company who are age twenty-one or older are eligible to participate in the Plan. Qualifying employees may begin to participate in the Plan on the date of employment with the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).


 

Under the terms of a trust agreement between the Company and Putnam Corporate Services (the Trustee), all investments of the Plan are held in a trust fund by the Trustee. Certain accounting and other administrative services for the Plan are performed by the Trustee. The Plan is administered by a committee composed of management employees of the Company.


 

On January 1, 2001, the Company began offering employer stock as an option for participants. Investments in employer stock amounted to $187,486 and $112,528 at December 31, 2002 and 2001, respectively.


 

The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.


  Contributions
 

Participants may contribute up to 30% of annual compensation to the Plan as pre-tax contributions, subject to the maximum allowed by the Internal Revenue Code ($11,000 and $10,500 for the years ended December 31, 2002 and 2001, respectively). Participants may also contribute up to 5% of compensation on an after-tax basis, up to an annual maximum of $10,000. Participants may also contribute amounts representing distributions from other qualified defined-benefit or contribution plans. Taxes on these contributions are deferred under Section 401(k) of the Internal Revenue Code. The employer may make discretionary matching contributions equal to a percentage of the amount of the salary deferral. Participants must be employed on the last day of the Plan year to share in the discretionary matching contribution. Participants direct the investment of their contributions into various investment options available within the Plan.


  Participant accounts
 

The account of each participant who meets Plan eligibility requirements and is employed as defined above is credited with the participant’s contribution and an allocation of discretionary employer matching contributions. Allocations are based on participant earnings or account balances, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

4


 

RadiSys Corporation 401(k) Plan
Notes to Financial Statements, Continued

1. Description of Plan (Continued)

  Vesting
 

Participants are fully vested at all times in their own individual contributions, including earnings thereon. Vesting in the employer discretionary matching contribution is based on continuous years of service ranging from one to three years. Employees are automatically 100% vested upon death or disability. If an employee terminates before becoming fully vested, the unvested portion of his or her account is forfeited and such amount is used to reduce the employer discretionary matching contribution. Remaining amounts will be reallocated to the accounts of participants based on employees’ proportionate contributions.


  Payment of benefits
 

One hundred percent (100%) of the employee’s vested benefits, including his or her allocation of plan earnings, may be paid to the employee upon resignation, discharge, death or disability. The employee salary deferral pre-tax contribution accounts, including a pro rata share of investment earnings, may be withdrawn to the extent approved by the Plan’s administrative committee because of financial hardship. Benefits shall be paid in a lump sum, as provided by the Plan. Terminated participants may keep their vested balance in the Plan subject to a minimum $1,000 threshold. Vested balances less than $1,000 are distributed to the participant as a lump sum distribution. The Trustee distributes all such amounts.


  Participant loans
 

The Plan allows for loans up to 50% of the total vested value of a participant’s account, but not more than $50,000, reduced by the highest outstanding loan balance from the previous 12 months. Loan terms range from one to five years, unless the loan qualifies as a home loan. The term for a home loan is not to exceed 15 years. The loans are secured by the balance in the participant’s account and bear interest based upon the prime interest rate (as listed in the Wall Street Journal) at the time the loan is issued, plus 2%. Principal and interest are paid ratably through bi-weekly payroll deductions.


  Forfeited accounts
 

At December 31, 2002 and 2001, forfeited nonvested accounts totaled $17,428 and $63,732, respectively. These amounts are used to reduce future employer contributions.


  Administration of Plan assets
 

The Trustee of the Plan holds the Plan’s assets. Certain administrative functions are performed by officers or employees of the Company or its subsidiaries. No such officer or employee receives compensation from the Plan.

5


 

RadiSys Corporation 401(k) Plan
Notes to Financial Statements, Continued

2. Summary of Accounting Policies

  Basis of accounting
 

The financial statements of the Plan are prepared under the accrual method of accounting and present the net assets available for plan benefits and changes in those net assets.


  Use of estimates
 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and changes in net assets available for plan benefits during the reporting period. Actual results could differ from those estimates.


  Investment valuation and income recognition
 

The Plan’s investments in Putnam Corporate Services funds, employer stock and self-directed brokerage funds, are stated at fair value, which is based on the quoted market price of the underlying investments. Participant loans are valued at cost, which approximates fair value.


 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.


 

Payments of benefits

  Benefits are recorded when paid.

  Concentration of credit risk
 

The Plan has short-term investments of cash in the form of money market funds, which may exceed depository insurance limits. The Plan makes such investments with high credit quality entities and has not incurred any credit related losses.


  Risks and uncertainties
 

The Plan provides for investment options in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

6


 

RadiSys Corporation 401(k) Plan
Notes to Financial Statements, Continued

3. Investments Representing Greater than 5% of Net Assets Available for Plan Benefits

     The following investments represented 5% or more of net assets available for plan benefits:

  Current value  
   Description of investment   2002   2001  

 
 
 
               
Putnam New Opportunities Fund   $ 1,424,390   $ 2,156,481  
Putnam Stable Value Fund     2,322,496     2,213,937  
Weitz Partners Value Fund     1,837,937     2,265,880  
Putnam Growth Opportunities Fund     2,248,106     3,510,958  
Putnam Asset Allocation - Growth Portfolio     2,434,792     2,637,564  
Putnam Asset Allocation - Conservative Portfolio     1,384,017     1,591,990  
Putnam S&P 500 Index Fund     1,533,211     2,154,275  
PIMCO Total Return     1,815,352     1,278,945  
PIMCO Innovation A     913,892     1,738,767  

4. Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. The Company may elect, at its discretion, to either make a complete distribution of the assets or to continue the trust created by the Plan and distribute benefits in such a manner as though the Plan had not been terminated.

5. Tax Status

 

The Internal Revenue Service has determined and informed the Company by a letter dated April 9, 2002 that the Plan is qualified and the trust established under the Plan is tax-exempt, under the appropriate sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 2002.

6. Related-Party Transactions

 

Certain Plan investments are shares of mutual funds managed by the trustee. These transactions qualify as party-in-interest. Fees paid by the Plan to the trustee for investment management services amounted to $465 for the year ended December 31, 2002.

7


 

RadiSys Corporation 401(k) Plan
Notes to Financial Statements, Continued

7. Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31:


    2002     2001  
             
Net assets available for benefits per the financial statements $ 21,934,600   $ 26,017,292  
Net difference in participant loans   (166,794 )    
 
 
 
             
      Net assets available for benefits per Form 5500 $ 21,767,806   $ 26,017,292  
 
 
 

 

The following is a reconciliation of the net decrease in net assets available for benefits per the financial statements to the Form 5500 at December 31, 2002:


Net decrease in net assets per the financial statements $ (4,082,692 )
Certain deemed distributions of participant loans   (166,794 )
 
 
      Net decrease in net assets per Form 5500 $ (4,249,486 )
 
 

8


 

 

 

Supplemental Schedule

 

 

 


 

RadiSys Corporation 401(k) Plan
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
December 31, 2002

Identity of issue, borrower, lessor, or similar party   Description of investment, including maturity date, rate of interest, collateral, par, or maturity value   Cost *   Current
value

 
 
 
               
Putnam Money Market Fund   Money market fund       $ 3,760
           
               
PIMCO Innovation A   Mutual fund         913,892
PIMCO Total Return   Mutual fund         1,815,352
Artisan Mid Cap Fund   Mutual fund         599,765
Janus Balanced Fund   Mutual fund         601,163
New Berger & Berman Genesis Trust   Mutual fund         980,660
Weitz Partners Value Fund   Mutual fund         1,837,937
Franklin Templeton Small Cap Growth Fund II   Mutual fund         155,068
Putnam Growth Opportunities Fund   Mutual fund         2,248,106
Putnam New Opportunities Fund   Mutual fund         1,424,390
Putnam Asset Allocation - Growth Portfolio   Mutual fund         2,434,792
Putnam Asset Allocation - Balanced Portfolio   Mutual fund         849,448
Putnam Asset Allocation - Conservative Portfolio   Mutual fund         1,384,017
Putnam International Growth Fund   Mutual fund         717,141
Dodge & Cox Balanced Fund   Mutual fund         380,069
HarrisDirect Securities Account   Self-directed brokerage         35,369
           
              16,377,169
           
               
Putnam S&P 500 Index Fund   Common/collective trust         1,533,211
Putnam Stable Value Fund   Common/collective trust         2,322,496
           
              3,855,707
           
               
Company stock   Employer securities - common shares         187,486
           
               
 Loan Fund   Participant loans, maturities ranging from 2003 to 2016, at interest rates ranging from 6.25% to 11%         726,996
           
               
            $ 21,151,118
           

* Cost information is omitted as permitted under ERISA regulations as these investments are participant directed.

9


 

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

  RadiSys Corporation 401(k) Savings Plan       
                 (Name of Plan)
   
Date: June 27, 2003 /s/ Julia A. Harper         
  Julia A. Harper
Plan Trustee

10