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- Alternative Formats (Word, et al.)
- Accounting treatment
- Additional conditions to obligations of RadiSys and Tabor Merger Corp
- Additional conditions to obligations of Texas Micro
- Administration
- Agreement
- Amendment and termination of the plan
- Amendment of bylaws
- Amendments and waiver
- Amendments of certificate/articles of incorporation
- Article Ii Further Agreements
- Article Iii Representations and Warranties
- Article I the Merger
- Article Iv Covenants
- Article V Conditions
- Article Vii Miscellaneous and General
- Article Vi Termination
- Background of the merger
- Calculation of Registration Fee
- Calling of special meeting of shareholders; shareholder action by written consent
- Classified board of directors
- Companies, The
- Comparative Market Prices and Dividends
- Comparison of Shareholders' Rights
- Conditions to our obligations to complete the merger
- Consideration of other constituencies
- Continuation of business pending the merger
- Dissenters' and appraisal rights
- Dissenters' rights
- Duration and exercise of options
- Exchange of certificates for shares
- Exercise price
- Exhibits and Financial Statement Schedules
- Experts
- Federal income tax consequences
- Federal securities law consequences; stock transfer restriction agreements
- Forward-Looking Statements May Prove Inaccurate
- General
- Hart-Scott-Rodino filing
- Indemnification of directors and officers
- Indemnification of Officers and Directors
- Interests of members of Texas Micro's board of directors and management in the merger
- Legal Matters
- Liability of directors
- Material United States federal income tax consequences of the merger
- Merger Agreement, The
- Merger consideration
- Merger, The
- Nasdaq listing of RadiSys common stock
- Non-Statutory Stock Options
- No solicitation
- Notice of shareholders' proposals/nominations of directors
- Number of directors
- Opinion of RadiSys financial advisor regarding the merger
- Opinion of Texas Micro financial advisor regarding the merger
- Other Agreements
- Other Matters
- Ownership of RadiSys after the merger
- Participation and types of grants
- Payment of dividends
- Proposal to Approve and Adopt the Radisys Stock Incentive Plan Amendment
- Purpose of the plan
- Questions and Answers About the Merger
- RadiSys
- RadiSys Common Stock
- RadiSys selected historical financial data
- RadiSys Special Meeting
- Reasons for the merger
- Reasons of RadiSys for the merger
- Reasons of Texas Micro for the merger
- Recommendation of the Texas Micro board
- Recommendations of the RadiSys board
- Recommendations to shareholders
- Record date and shareholder vote required to approve proposals
- Record date and vote required
- Registration rights agreement
- Registration Statement
- Regulatory approvals
- Removal of directors
- Representations and warranties
- Revoking proxies
- Risk Factors
- Selected historical and pro forma financial data
- Selected unaudited pro forma combined financial data and comparative per share information
- Shareholder action by written consent
- Shares reserved for issuance under the plan
- Solicitation of proxies
- Solicitation, voting and revocability of proxies
- Special meetings, The
- Stock option agreement
- Summary
- Table of Contents
- Tabor Merger Corp
- Termination
- Termination fees and expenses
- Termination of employment or service, death and assignment
- Texas Micro
- Texas Micro Common Stock
- Texas Micro selected historical financial data
- Texas Micro Special Meeting
- The companies
- The merger
- The Merger Agreement
- The special meetings
- To RadiSys shareholders
- Transactions with interested shareholders
- Transactions with officers or directors
- Unaudited Pro Forma Combined Financial Statements
- Undertakings
- Vacancies on the board of directors
- Voting agreements
- Voting of proxies
- Where You Can Find More Information
- 1.1 The Merger
- 1.2 Effect of Merger
- 1.3.1 TMI Stock
- 1.3.2 Merger Corp. Stock
- 1.3.3 Options
- 1.3.4 Stock Splits, Etc
- 1.3.5.1 Employee Stock Purchase Plan
- 1.3.5.2 Other Rights
- 1.3.5 Other Equity Interests
- 1.3 Merger Consideration
- 1.4.1 Surrender of Certificates
- 1.4.2 No Fractional Shares
- 1.4.3 Escheat
- 1.4.4 Option Agreements
- 1.4.5 Treasury Shares
- 1.4.6 Withholding Rights
- 1.4 Surrender and Cancellation of Certificates
- 1.5 Stock Transfer Books
- 1.6 Closing
- 1.7 Subsequent Actions
- 1.8 Certificate of Incorporation; Bylaws; Directors of the Surviving Corporation
- 2.1 Resignation and Affirmation of Severance of Certain TMI Executive Officer
- 2.2 Voting Agreements
- 2.3 Stock Option Agreement
- 2.4 TMI Affiliate Representation Letters
- 2.5 RadiSys Affiliate Representation Letters
- 2.6 Registration Rights Agreement
- 3.1.10 Absence of Certain Changes or Events
- 3.1.11 Litigation
- 3.1.12.1 Labor Matters
- 3.1.12.2 Employee Benefits
- 3.1.12.3 Employment Agreements
- 3.1.12 Employment Matters
- 3.1.13 Title to and Condition of Real Property
- 3.1.14 Title to and Condition of Fixed Assets
- 3.1.15 Intellectual Property
- 3.1.16 Certain Contracts and Arrangements
- 3.1.17 Status of Contracts
- 3.1.18 Insurance
- 3.1.19 Permits and Licenses
- 3.1.1 Organization and Status
- 3.1.20.1 Returns
- 3.1.20.2 Taxes Paid or Reserved
- 3.1.20.3 Definition
- 3.1.20 Taxes
- 3.1.21 Related Party Interests
- 3.1.22 No Powers of Attorney or Restrictions
- 3.1.23.1 Compliance
- 3.1.23.3 Filings and Notices
- 3.1.23.4 Definitions
- 3.1.23 Environmental Conditions
- 3.1.24 Consents and Approvals
- 3.1.25 Brokers and Finders
- 3.1.26 Opinion of TMI Financial Advisor
- 3.1.27 No Other Agreements to Sell TMI or its Assets
- 3.1.28 Vote Required
- 3.1.29 Pooling Certificate
- 3.1.2 Capitalization
- 3.1.30 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
- 3.1.3 Authority
- 3.1.4 Subsidiaries and Joint Ventures
- 3.1.5 SEC Reports and Financial Statements
- 3.1.6 Information Supplied
- 3.1.7 Governmental Filings
- 3.1.8 No Adverse Consequences
- 3.1.9 Undisclosed Liabilities; Returns
- 3.1 Representations and Warranties of TMI
- 3.2.10 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
- 3.2.11 Litigation
- 3.2.12 Capitalization
- 3.2.13 Undisclosed Liabilities; Returns
- 3.2.14 Absence of Certain Changes or Events
- 3.2.15.1 Returns
- 3.2.15.2 Taxes Paid or Reserved
- 3.2.15 Taxes
- 3.2.16 Related Party Interests
- 3.2.17 No Powers of Attorney or Restrictions
- 3.2.18 Consents and Approvals
- 3.2.19 Intellectual Property
- 3.2.1 Organization and Status
- 3.2.2 Corporate Authority
- 3.2.3 Governmental Filings
- 3.2.4 Information Supplied
- 3.2.5 SEC Reports and Financial Statements
- 3.2.6 No Adverse Consequences
- 3.2.7 Brokers and Finders
- 3.2.8 Opinion of RadiSys Financial Advisor
- 3.2.9 Pooling Certificate
- 3.2 Representations and Warranties of RadiSys
- 3.3.1 Organization and Status
- 3.3.2 Capitalization
- 3.3.3 Corporate Authority
- 3.3.4 Governmental Filings
- 3.3.5 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
- 3.3 Representations and Warranties Relating to Merger Corp
- 4.1.1 Preparation of Registration Statement and the Joint Proxy Statement
- 4.1.2 Shareholder Meetings
- 4.1.3 Consents and Approvals
- 4.1.4 Best Efforts
- 4.1.5 Publicity
- 4.1.6 Confidentiality
- 4.1.7 Pooling Certificates
- 4.1.8 Antitrust Improvements Act
- 4.1 Mutual Covenants
- 4.2.1 Conduct of Business
- 4.2.2 Acquisition Proposals
- 4.2.3 Investigations
- 4.2 Covenants of TMI
- 4.3.1 Conduct of Business
- 4.3.2 Investigations
- 4.3.3 Notification to Optionees
- 4.3.4 Publication of Combined Results
- 4.3.5 Directors and Officers Indemnity
- 4.3.6 Employee Benefits
- 4.3 Covenants of RadiSys
- 4.4 Covenants of Merger Corp
- 5.1.1 Regulatory Approvals
- 5.1.2 Litigation
- 5.1.3 Shareholder Approval
- 5.1.4 Poolability Opinion
- 5.1 Conditions to the Obligations of All Parties
- 5.2.1 Representations, Warranties and Covenants
- 5.2.2 No Material Adverse Change
- 5.2.3 Tax Opinion
- 5.2 Conditions to the Obligations of TMI
- 5.3.1 Representations, Warranties and Covenants
- 5.3.2 Consents and Approvals
- 5.3.3 No Material Adverse Change
- 5.3.4 Registration of Securities; Listing
- 5.3.5 Updated Financial Information
- 5.3.6 Pooling Opinion
- 5.3.7 Tax Opinion
- 5.3 Conditions to the Obligations of RadiSys and Merger Corp
- 6.1 Termination by Mutual Consent
- 6.2 Termination by Either TMI or RadiSys
- 6.3 Effect of Termination and Abandonment
- 6.4 Termination Fees and Expenses
- 7.10 Notices
- 7.11 Choice of Law
- 7.12 Separability
- 7.13 Extinguishment
- 7.1 Payment of Expenses
- 7.2 Entire Agreement
- 7.3 Assignment
- 7.4 Binding Effect; No Third Party Benefit
- 7.5 Amendment and Modification
- 7.6 Waiver of Conditions
- 7.7 Counterparts
- 7.8 Captions
- 7.9 Subsidiary
|
1 | 1st Page - Filing Submission
|
" | Registration Statement
|
" | Calculation of Registration Fee
|
9 | Questions and Answers About the Merger
|
10 | Summary
|
" | The companies
|
" | Reasons for the merger
|
11 | The merger
|
12 | Ownership of RadiSys after the merger
|
14 | The special meetings
|
" | Record date and shareholder vote required to approve proposals
|
" | Recommendations to shareholders
|
" | To RadiSys shareholders
|
16 | Selected historical and pro forma financial data
|
17 | RadiSys selected historical financial data
|
18 | Texas Micro selected historical financial data
|
19 | Selected unaudited pro forma combined financial data and comparative per share information
|
20 | RadiSys Common Stock
|
" | Texas Micro Common Stock
|
21 | Risk Factors
|
25 | RadiSys
|
" | Texas Micro
|
" | Tabor Merger Corp
|
" | RadiSys Special Meeting
|
26 | Recommendations of the RadiSys board
|
" | Solicitation, voting and revocability of proxies
|
28 | Texas Micro Special Meeting
|
" | Recommendation of the Texas Micro board
|
" | Record date and vote required
|
" | Voting of proxies
|
29 | Revoking proxies
|
" | Solicitation of proxies
|
30 | Background of the merger
|
32 | Reasons of RadiSys for the merger
|
34 | Reasons of Texas Micro for the merger
|
35 | Opinion of RadiSys financial advisor regarding the merger
|
43 | Opinion of Texas Micro financial advisor regarding the merger
|
50 | Interests of members of Texas Micro's board of directors and management in the merger
|
" | Registration rights agreement
|
51 | Material United States federal income tax consequences of the merger
|
52 | Accounting treatment
|
" | Regulatory approvals
|
53 | Dissenters' rights
|
" | Nasdaq listing of RadiSys common stock
|
" | Federal securities law consequences; stock transfer restriction agreements
|
54 | The Merger Agreement
|
" | Merger consideration
|
" | Exchange of certificates for shares
|
55 | Representations and warranties
|
56 | Continuation of business pending the merger
|
57 | No solicitation
|
" | Hart-Scott-Rodino filing
|
58 | Conditions to our obligations to complete the merger
|
" | Additional conditions to obligations of RadiSys and Tabor Merger Corp
|
" | Additional conditions to obligations of Texas Micro
|
59 | Termination
|
60 | Termination fees and expenses
|
" | Amendments and waiver
|
61 | Other Agreements
|
" | Stock option agreement
|
" | Voting agreements
|
63 | Unaudited Pro Forma Combined Financial Statements
|
71 | Comparative Market Prices and Dividends
|
72 | Comparison of Shareholders' Rights
|
" | General
|
" | Number of directors
|
" | Classified board of directors
|
" | Removal of directors
|
" | Vacancies on the board of directors
|
73 | Shareholder action by written consent
|
" | Amendments of certificate/articles of incorporation
|
74 | Amendment of bylaws
|
75 | Notice of shareholders' proposals/nominations of directors
|
76 | Calling of special meeting of shareholders; shareholder action by written consent
|
77 | Transactions with interested shareholders
|
78 | Dissenters' and appraisal rights
|
" | Consideration of other constituencies
|
79 | Liability of directors
|
" | Indemnification of directors and officers
|
80 | Payment of dividends
|
" | Transactions with officers or directors
|
81 | Proposal to Approve and Adopt the Radisys Stock Incentive Plan Amendment
|
" | Purpose of the plan
|
" | Shares reserved for issuance under the plan
|
82 | Administration
|
" | Participation and types of grants
|
" | Exercise price
|
" | Duration and exercise of options
|
83 | Termination of employment or service, death and assignment
|
84 | Amendment and termination of the plan
|
" | Federal income tax consequences
|
" | Non-Statutory Stock Options
|
86 | Legal Matters
|
" | Experts
|
87 | Other Matters
|
" | Where You Can Find More Information
|
88 | Forward-Looking Statements May Prove Inaccurate
|
90 | Agreement
|
91 | Table of Contents
|
97 | Article I the Merger
|
" | 1.1 The Merger
|
" | 1.2 Effect of Merger
|
" | 1.3 Merger Consideration
|
98 | 1.3.1 TMI Stock
|
" | 1.3.2 Merger Corp. Stock
|
" | 1.3.3 Options
|
" | 1.3.4 Stock Splits, Etc
|
" | 1.3.5 Other Equity Interests
|
" | 1.3.5.1 Employee Stock Purchase Plan
|
" | 1.3.5.2 Other Rights
|
99 | 1.4 Surrender and Cancellation of Certificates
|
" | 1.4.1 Surrender of Certificates
|
" | 1.4.2 No Fractional Shares
|
" | 1.4.3 Escheat
|
" | 1.4.4 Option Agreements
|
" | 1.4.5 Treasury Shares
|
100 | 1.4.6 Withholding Rights
|
" | 1.5 Stock Transfer Books
|
" | 1.6 Closing
|
" | 1.7 Subsequent Actions
|
" | 1.8 Certificate of Incorporation; Bylaws; Directors of the Surviving Corporation
|
101 | Article Ii Further Agreements
|
" | 2.1 Resignation and Affirmation of Severance of Certain TMI Executive Officer
|
" | 2.2 Voting Agreements
|
" | 2.3 Stock Option Agreement
|
" | 2.4 TMI Affiliate Representation Letters
|
" | 2.5 RadiSys Affiliate Representation Letters
|
" | 2.6 Registration Rights Agreement
|
" | Article Iii Representations and Warranties
|
" | 3.1 Representations and Warranties of TMI
|
102 | 3.1.1 Organization and Status
|
" | 3.1.2 Capitalization
|
" | 3.1.3 Authority
|
" | 3.1.4 Subsidiaries and Joint Ventures
|
" | 3.1.5 SEC Reports and Financial Statements
|
103 | 3.1.6 Information Supplied
|
" | 3.1.7 Governmental Filings
|
" | 3.1.8 No Adverse Consequences
|
104 | 3.1.9 Undisclosed Liabilities; Returns
|
" | 3.1.10 Absence of Certain Changes or Events
|
" | 3.1.11 Litigation
|
" | 3.1.12 Employment Matters
|
" | 3.1.12.1 Labor Matters
|
105 | 3.1.12.2 Employee Benefits
|
" | 3.1.12.3 Employment Agreements
|
106 | 3.1.13 Title to and Condition of Real Property
|
" | 3.1.14 Title to and Condition of Fixed Assets
|
" | 3.1.15 Intellectual Property
|
" | 3.1.16 Certain Contracts and Arrangements
|
107 | 3.1.17 Status of Contracts
|
" | 3.1.18 Insurance
|
108 | 3.1.19 Permits and Licenses
|
" | 3.1.20 Taxes
|
" | 3.1.20.1 Returns
|
109 | 3.1.20.2 Taxes Paid or Reserved
|
" | 3.1.20.3 Definition
|
" | 3.1.21 Related Party Interests
|
" | 3.1.22 No Powers of Attorney or Restrictions
|
" | 3.1.23 Environmental Conditions
|
" | 3.1.23.1 Compliance
|
110 | 3.1.23.3 Filings and Notices
|
" | 3.1.23.4 Definitions
|
" | 3.1.24 Consents and Approvals
|
" | 3.1.25 Brokers and Finders
|
" | 3.1.26 Opinion of TMI Financial Advisor
|
111 | 3.1.27 No Other Agreements to Sell TMI or its Assets
|
" | 3.1.28 Vote Required
|
" | 3.1.29 Pooling Certificate
|
" | 3.1.30 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
|
112 | 3.2 Representations and Warranties of RadiSys
|
" | 3.2.1 Organization and Status
|
" | 3.2.2 Corporate Authority
|
" | 3.2.3 Governmental Filings
|
113 | 3.2.4 Information Supplied
|
" | 3.2.5 SEC Reports and Financial Statements
|
" | 3.2.6 No Adverse Consequences
|
" | 3.2.7 Brokers and Finders
|
114 | 3.2.8 Opinion of RadiSys Financial Advisor
|
" | 3.2.9 Pooling Certificate
|
" | 3.2.10 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
|
115 | 3.2.11 Litigation
|
" | 3.2.12 Capitalization
|
" | 3.2.13 Undisclosed Liabilities; Returns
|
116 | 3.2.14 Absence of Certain Changes or Events
|
" | 3.2.15 Taxes
|
" | 3.2.15.1 Returns
|
117 | 3.2.15.2 Taxes Paid or Reserved
|
" | 3.2.16 Related Party Interests
|
" | 3.2.17 No Powers of Attorney or Restrictions
|
" | 3.2.18 Consents and Approvals
|
" | 3.2.19 Intellectual Property
|
" | 3.3 Representations and Warranties Relating to Merger Corp
|
" | 3.3.1 Organization and Status
|
" | 3.3.2 Capitalization
|
" | 3.3.3 Corporate Authority
|
118 | 3.3.4 Governmental Filings
|
" | 3.3.5 Certain Representations and Warranties Regarding Code Section 368(a)(2)(E)
|
" | Article Iv Covenants
|
" | 4.1 Mutual Covenants
|
" | 4.1.1 Preparation of Registration Statement and the Joint Proxy Statement
|
119 | 4.1.2 Shareholder Meetings
|
" | 4.1.3 Consents and Approvals
|
" | 4.1.4 Best Efforts
|
" | 4.1.5 Publicity
|
" | 4.1.6 Confidentiality
|
" | 4.1.7 Pooling Certificates
|
" | 4.1.8 Antitrust Improvements Act
|
" | 4.2 Covenants of TMI
|
" | 4.2.1 Conduct of Business
|
120 | 4.2.2 Acquisition Proposals
|
121 | 4.2.3 Investigations
|
122 | 4.3 Covenants of RadiSys
|
" | 4.3.1 Conduct of Business
|
" | 4.3.2 Investigations
|
" | 4.3.3 Notification to Optionees
|
" | 4.3.4 Publication of Combined Results
|
" | 4.3.5 Directors and Officers Indemnity
|
123 | 4.3.6 Employee Benefits
|
" | 4.4 Covenants of Merger Corp
|
" | Article V Conditions
|
" | 5.1 Conditions to the Obligations of All Parties
|
" | 5.1.1 Regulatory Approvals
|
" | 5.1.2 Litigation
|
" | 5.1.3 Shareholder Approval
|
124 | 5.1.4 Poolability Opinion
|
" | 5.2 Conditions to the Obligations of TMI
|
" | 5.2.1 Representations, Warranties and Covenants
|
" | 5.2.2 No Material Adverse Change
|
" | 5.2.3 Tax Opinion
|
" | 5.3 Conditions to the Obligations of RadiSys and Merger Corp
|
" | 5.3.1 Representations, Warranties and Covenants
|
" | 5.3.2 Consents and Approvals
|
" | 5.3.3 No Material Adverse Change
|
" | 5.3.4 Registration of Securities; Listing
|
125 | 5.3.5 Updated Financial Information
|
" | 5.3.6 Pooling Opinion
|
" | 5.3.7 Tax Opinion
|
" | Article Vi Termination
|
" | 6.1 Termination by Mutual Consent
|
" | 6.2 Termination by Either TMI or RadiSys
|
126 | 6.3 Effect of Termination and Abandonment
|
" | 6.4 Termination Fees and Expenses
|
127 | Article Vii Miscellaneous and General
|
" | 7.1 Payment of Expenses
|
" | 7.2 Entire Agreement
|
" | 7.3 Assignment
|
" | 7.4 Binding Effect; No Third Party Benefit
|
" | 7.5 Amendment and Modification
|
" | 7.6 Waiver of Conditions
|
128 | 7.7 Counterparts
|
" | 7.8 Captions
|
" | 7.9 Subsidiary
|
" | 7.10 Notices
|
" | 7.11 Choice of Law
|
129 | 7.12 Separability
|
" | 7.13 Extinguishment
|
153 | Item 20. Indemnification of Officers and Directors
|
154 | Item 21. Exhibits and Financial Statement Schedules
|
155 | Item 22. Undertakings
|