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): October 24, 2006
RADISYS CORPORATION
(Exact name of registrant as specified in its charter)
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| Oregon
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0-26844
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93-0945232 |
(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 5445 NE Dawson Creek Drive |
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| Hillsboro, Oregon
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97124 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 204.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d- 2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On October 26, 2006, RadiSys Corporation (the “Company”) announced that Julia A. Harper will be
assuming a new role within the Company as Vice President of Corporate Operations effective the day
after the filing of the Quarterly Report on Form10-Q for the third quarter, currently expected to
be filed during the week of November 6, 2006. Brian Bronson, who currently serves as Vice
President of Finance and Business Development of the Company, will succeed Ms. Harper and become
the Company’s Chief Financial Officer. In connection with the appointment of Brian Bronson as Chief
Financial Officer of the Company, discussed further below under Item 5.02, the Company has entered
into an Executive Change of Control Agreement with Mr. Bronson to become effective on the date that
he assumes the position of Chief Financial Officer. For further discussion of the terms of the
Executive Change of Control Agreement and the compensation terms, see Item 5.02 below.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
As noted above under Item 1.01, Ms. Harper, age 47, the Company’s current Chief Financial Officer
since 2001, will become the Vice President of Corporate Operations and be responsible for the
design and execution of an efficient and cost-effective global operations capability that supports
the Company’s strategies. In this role, Ms. Harper will oversee manufacturing operations, IT,
systems and facilities to design and implement a comprehensive operations capability. Keith
Lambert, Vice President of Manufacturing Operations, will report to Ms. Harper in her new role.
Brian Bronson, age 35, who currently serves as Vice President of Finance and Business Development
of the Company, will succeed Ms. Harper and become the Company’s Chief Financial Officer. Mr.
Bronson joined RadiSys in 1999 and has been an officer of the Company since 2000. Prior to his
current role as Vice President of Finance and Business Development, Mr. Bronson held the position
of Treasurer and Chief Accounting Officer of the Company. Before joining RadiSys, from 1995 to
1999, Mr. Bronson held a number of financial management roles at Tektronix, Inc. where he was
responsible for investor relations, finance and accounting functions for both domestic and
international operations. Prior to joining Tektronix, Inc. Mr. Bronson practiced as a Certified
Public Accountant with the accounting firm Deloitte and Touche, LLP. Mr. Bronson holds a bachelors
degree in Business Administration and Communications from Oregon State University.
Mr. Bronson will be granted equity awards of 12,000 shares of restricted stock and 36,000 options
under the Company’s 1995 Employee Stock Incentive Plan effective on the date he assumes the role of
Chief Financial Officer. Additionally, the Company has entered into an Executive Change of
Control Agreement (the “Agreement”) with Mr. Bronson. The Agreement provides for certain payments
and benefits in the event that the Company undergoes a change of control, as defined in the
Agreement. The foregoing description is a summary description, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement. You are encouraged to
read the Agreement for a more complete understanding of the terms of such agreement. The Agreement
is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
A summary setting forth the officers’ compensation and performance goals and business criteria
required for payment of incentive awards is filed as Exhibit 10.2 to this Form 8-K and is
incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On October 26, 2006, the Company issued a press release announcing the management changes described
above under Item 5.02. A copy of the press release is furnished as Exhibit 99.1 attached hereto
and is incorporated herein by reference.
Exhibit 99.1 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, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
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| 10.1
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Executive Change of Control Agreement by and between the Company
and Brian Bronson |
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| 10.2
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Summary of Compensation and Performance Goals and Business Criteria
for Payment of Incentive Awards |
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| 99.1
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Press Release, dated October 26, 2006 |
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