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): February 2, 2006
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Oregon
(State or Other Jurisdiction
of Incorporation)
|
|
0-26844
(Commission
File Number)
|
|
93-0945232
(IRS Employer
Identification No.) |
| |
|
|
5445 NE Dawson Creek Drive
Hillsboro, Oregon
(Address of Principal Executive Offices)
|
|
97124
(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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 February 2, 2006, RadiSys Corporation (the “Company”) issued a press release announcing its
results for the fiscal quarter and year ended December 31, 2005. A copy of this press release is
attached hereto as Exhibit 99.1. Additionally, on February 2, 2005, the Company held a conference
call discussing its results for the fourth fiscal quarter and year ended December 31, 2005. A copy
of the text of this conference call is attached hereto as Exhibit 99.2.
In addition to disclosing financial results calculated in accordance with GAAP, the financial
outlook statements in the Company’s earnings release contain non-GAAP financial measures that
exclude the effects of non-cash, equity-based stock compensation expense recognized as a result of
the Company’s adoption of FAS 123R. Beginning with the first quarter 2006 earnings release, the
Company will include non-GAAP financial measures of its financial results for the reporting period
that exclude the income statement effects of non-cash, equity-based stock compensation expense.
The Company believes that the presentation of results excluding non-cash, equity-based stock
compensation expense will provide meaningful supplemental information to investors that are
indicative of the Company’s core operating results. 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 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 by other
companies.
This press release contains forward-looking statements, including the statements about the
Company’s guidance for the first quarter, particularly with respect to anticipated revenues,
diluted earnings per share, the amount of stock compensation expense and our business strategy.
Actual results could differ materially from our guidance and expectations in these forward-looking
statements as a result of a number of risk factors, including, the risk factors listed from time to
time in RadiSys’ SEC reports, including those listed under “Risk Factors” in RadiSys’ Annual Report
on Form 10-K for the year ended December 31, 2004, 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://www.RadiSys.com. Although forward-looking statements help provide complete
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 February 2, 2006. 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.
The conference call script contained the following sentences that may be considered to have
non-GAAP Financial Information as contemplated by SEC Regulation G, Rule 100:
“Our revenue for the fourth quarter totaled $61.9 million, and net income for the quarter was
$4.9 million, or $.20 per diluted share. Excluding a $2.2 million tax benefit that we booked for
the quarter, net income was $2.7 million or $.12 per diluted share.
“Our lower than anticipated Q4 pre-tax income, in conjunction with a more favorable mix of
foreign vs. domestic income, reduced our full year tax rate to 19.6%, and did not require any
incremental tax expense accrual for the quarter, so our fourth quarter tax rate excluding the $2.2M
benefit was 0%.”
Accordingly, we are providing the following tables, which reconcile the information to the
corresponding GAAP-based measure represented in our Consolidated Statements of Operations in the
accompanying press release. Management believes the presentation of this non-GAAP financial
measure, in connection with the results of the fourth fiscal quarter and year ended December 31,
2005, provides useful information to investors regarding our results of operations as this non-GAAP
financial measure allows investors to better evaluate ongoing business performance and factors that
influenced performance during the period under report. Management also uses this non-GAAP measure
internally to monitor performance of business. This non-GAAP financial measure should be considered
in addition to, and not as a substitute for, financial measures prepared in accordance with GAAP.