SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 RADISYS CORPORATION (Name of Issuer) COMMON STOCK (Title of Class of Securities) 750459 10 9 (CUSIP Number) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CA 95052 TELEPHONE: (408) 765-8080 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 29, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with this statement /X/. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 11 The Exhibit Index is on page 11. SCHEDULE 13D Page 2 of 11 1. NAME OF REPORTING PERSON Intel Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 94-1672743 PERSON 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ / GROUP (b)/ / 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL / / PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 7. SOLE VOTING POWER 1,600.000 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER N/A EACH REPORTING 9. SOLE DISPOSITIVE POWER 1,600,000 PERSON WITH 10. SHARED DISPOSITIVE POWER N/A 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY 1,600,000 EACH REPORTING PERSON 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN 21.00% ROW (11) 14. TYPE OF REPORTING PERSON CO SCHEDULE 13D Page 3 of 11 ITEM 1. SECURITY AND ISSUER. (a) Name and Address of Principal Executive Offices of Issuer: RadiSys Corporation 15025 SW Koll Parkway Beaverton, OR 97006 (b) Title and Class of Equity Securities: Common Stock ITEM 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: Intel Corporation The executive officers and directors of Intel Corporation are set forth on Appendix A hereto. (b) Principal Business: Manufacturer of microcomputer components, modules and systems (c) Address of Principal Business and Principal Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (d) Criminal Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years neither the Reporting Person nor any officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. (f) State of Incorporation: Delaware ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Common Stock and the Warrant (as described in Items 4 and 5 below) consist of part of the consideration payable to Reporting Person in exchange for the purchase of certain assets of Reporting Person by the Issuer. SCHEDULE 13D Page 4 of 11 ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Person acquired the Common Stock and the Warrant (as described below) as an investment and in connection with an Asset Purchase Agreement (the "Purchase Agreement") and certain related License Agreements (the "License Agreements") dated April 29, 1996 between the Issuer and the Reporting Person pursuant to which the Issuer (i) sold substantially all of the assets dedicated to the design, manufacture and sale of Multibus products as set forth in the Purchase Agreement to the Issuer, and (ii) licensed certain related intellectual property to the Issuer pursuant to the License Agreements. In addition to the 1,300,000 shares of Common Stock of the Issuer acquired by the Reporting Person, the Reporting Person also acquired a warrant (the "Warrant") to purchase up to 300,000 shares of Common Stock of the Issuer. The exercise price for the shares of Common Stock subject to the Warrant increases each year that the Warrant is in effect, pursuant to a schedule set forth in the Warrant. The Warrant expires on April 29, 1998. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) Number of Shares Beneficially Owned: 1,600,000 shares* Right to Acquire: 300,000 shares* Percent of Class: 21.00% (based upon 7,625,436 shares of common stock outstanding, which includes the 300,000 Warrant shares)* (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 1,600,000* (c) Recent Transactions: On April 29, 1996, the Reporting Person acquired the Common Stock and the Warrant (as described in Item 4, above) as an investment and in connection with the Purchase Agreement (as defined in Item 4, above) and certain related License Agreements ) (as defined in Item 4, above) between the Issuer and the Reporting Person pursuant to which the Reporting Person (i) sold substantially all of the assets dedicated to the design, manufacture and sale of Multibus products as set forth in the Purchase Agreement to the Issuer, and (ii) licensed certain related intellectual property to the Issuer pursuant to the License Agreements. In addition to the - -------- *Includes the additional shares (up to 300,000) of Common Stock that the Reporting Person has a right to acquire pursuant to the Warrant (as defined and described in Item 4). Such shares are beneficially owned by the Reporting Person under Rule 13d-3 because the Reporting Person has a right to acquire such shares within the next 60 days. SCHEDULE 13D Page 5 of 11 1,300,000 shares of Common Stock of the Issuer acquired by the Reporting Person, the Reporting Person also acquired the Warrant. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Registration Rights Agreement between the Reporting Person and the Issuer, the Reporting Person has, under certain circumstances, various rights related to (a) registration of the Common Stock that the Reporting Person owns, and (b) participation in future sales and issuances of securities by the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit(1) Asset Purchase Agreement between RadiSys Corporation and Intel Corporation (incorporated by reference to Exhibit 2.1 to RadiSys Corporation's 8-K filed May 2, 1996) (confidential treatment requested).** - -------------- **RadiSys Corporation requested confidential treatment with respect to certain portions of the Purchase Agreement. SCHEDULE 13D Page 6 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of May 9, 1996. INTEL CORPORATION By:______________________________________ F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary SCHEDULE 13D Page 7 of 11 APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens. Name: Craig R. Barrett Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Executive Vice President and Chief Operating Officer of Intel Corporation Name, principal business and Intel Corporation, a manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which 2200 Mission College Boulevard employment is conducted: Santa Clara, CA 95052 Name: Winston H. Chen Business Address: Paramitas Foundation, 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Occupation: Chairman of Paramitas Foundation Name, principal business and Paramitas Foundation, a charitable foundation. address of corporation or other 3945 Freedom Circle, Suite 760 organization on which Santa Clara, CA 95054 employment is conducted: Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: President and Chief Executive Officer of Intel Corporation Name, principal business and Intel Corporation, a manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which 2200 Mission College Boulevard employment is conducted: Santa Clara, CA 95052
SCHEDULE 13D Page 8 of 11 Name: D. James Guzy Business Address: 1340 Arbor Road, Menlo Park, CA 94025 Principal Occupation: Chairman of The Arbor Company Name, principal business and The Arbor Company, a limited partnership engaged in the electronics address of corporation or other and computer industry. organization on which 1340 Arbor Road employment is conducted: Menlo Park, CA 94025 Name: Gordon E. Moore Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Chairman of the Board of Intel Corporation Name, principal business and Intel Corporation, a manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which 2200 Mission College Boulevard employment is conducted: Santa Clara, CA 95052 Name: Max Palevsky Business Address: 924 Westwood Boulevard, Suite 700, Los Angeles CA 90024 Principal Occupation: Industrialist Name, principal business and Self-employed. address of corporation or other organization on which employment is conducted: Name: Arthur Rock Business Address: One Maritime Plaza, Suite 1220, San Francisco, CA 94111 Principal Occupation: Venture Capitalist Name, principal business and Arthur Rock and Company, a venture capital firm. address of corporation or other One Maritime Plaza, Suite 1220 organization on which San Francisco, CA 94111 employment is conducted:
SCHEDULE 13D Page 9 of 11 Name: Jane E. Shaw Business Address: c/o Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Principal Occupation: Founder of the Stable Network, a biopharmaceutical consulting company Name, principal business and c/o Intel Corporation address of corporation or other 2200 Mission College Boulevard organization on which Santa Clara, CA 95052 employment is conducted: Name: Leslie L. Vadasz Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Occupation: Senior Vice President, Director, Corporate Business Development, Intel Corporation Name, principal business and Intel Corporation, a manufacturer of microcomputer components, address of corporation or other modules and systems. organization on which 2200 Mission College Boulevard employment is conducted: Santa Clara, CA 95052 Name: David B. Yoffie Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 92163 Principal Occupation: Max and Doris Starr, Professor of International Business Administration Name, principal business and Harvard Business School, an educational institution. address of corporation or other Harvard Business School organization on which Soldiers Field Park 1-411 employment is conducted: Boston, MA 92163 Name: Charles E. Young Business Address: 405 Hilgard Avenue, Los Angeles, CA 90024 Principal Occupation: Chancellor Name, principal business and University of California at Los Angeles, an educational institution. address of corporation or other 405 Hilgard Avenue organization on which Los Angeles, CA 90024
SCHEDULE 13D Page 10 of 11 employment is conducted:
EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, CA 95952-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: G. Carl Everett, Jr. Title: Senior Vice President; General Manager, Desktop Products Group Name: Frank C. Gill Title: Executive Vice President; General Manager, Internet and Communications Group Address: 5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-6497 Name: David L. House Title: Senior Vice President; General Manager, Enterprise Server Group Name: Paul S. Otellini Title: Executive Vice President; Director, Sales Name: Gerhard S. Parker Title: Executive Vice President, General Manager, Technology and Manufacturing Group Name: Robert W. Reed Title: Senior Vice President; General Manager, Semiconductor Products Group Name: Ronald J. Whittier Title: Senior Vice President; General Manager, Content Group Name: Albert Y. C. Yu Title: Senior Vice President; General Manager, Microprocessor Products Group Name: Michael A. Aymar Title: Vice President; General Manager, Desktop Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: F. Thomas Dunlap Title: Vice President; General Counsel and Secretary Name: Stephen P. Nachtsheim Title: Vice President; General Manager, Mobile/Handheld Products Group Name: Ronald J. Smith Title: Vice President; General Manager, Semiconductor Products Group
SCHEDULE 13D Page 11 of 11 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT NO. DOCUMENT PAGE - ----------- -------- ------------- Exhibit 1 Asset Purchase Agreement between RadiSys Corporation and Intel -- Corporation (incorporated by reference to Exhibit 2.1 to RadiSys Corporation's 8-K filed May 2, 1996) (confidential treatment requested