Intel Corp · SC 13D/A · Radisys Corp · On 4/29/97

Filed On 4/29/97   ·   SEC File 5-45775   ·   Accession Number 50863-97-32

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          12     42K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                

SCHEDULE 13D/A                

Under the Securities Exchange Act of 1934               
(Amendment No. 1)               

RADISYS CORPORATION               
(Name of Issuer)                

Common Stock                
(Title of Class of Securities)                

750459-10-9               
(CUSIP Number)                

F. Thomas Dunlap                
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 25, 1997                
(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 [  ].                                                                 

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  ("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 12 Pages                

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Schedule 13D/A        Page 2 of 12 Pages                                        

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   7.     SOLE VOTING POWER             1,466,667                  
SHARES                                                                    
BENEFICIALLY  8.     SHARED VOTING POWER           N/A                          
OWNED BY                                                                    
EACH      9.     SOLE DISPOSITIVE POWER        1,466,667                
REPORTING                                                                   
PERSON WITH  10.    SHARED DISPOSITIVE POWER      N/A                         

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED  BY  EACH 1,466,667                    
REPORTING PERSON                                                      

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          [   ]               
EXCLUDES CERTAIN SHARES                                               

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW          19.4%               
(11)                                                                  

14.  TYPE OF REPORTING PERSON                                  CO               

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Schedule 13D/A        Page 3 of 12 Pages                                        

Item 1.   Security and Issuer.                                                  

(a)    Name and Address of Principal Executive Offices      
of Issuer:                                    
RadiSys Corporation                           
5445 N.E. Dawson Creek Drive                  
Hillsboro, OR 97124                           

(b)    Title of Class of Equity  Common Stock               
Securities:                                   

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                   

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Schedule 13D/A        Page 4 of 12 Pages                                        

Item 3.   Source and Amount of Funds or Other Consideration.                    

The Reporting Person made a "cashless exercise" of the      
Warrant (described in Item 4 below), surrendering           
133,333 shares covered by the Warrant in payment of         
the aggregate exercise price of $4,050,000.                 

Item 4.   Purpose of the Transaction.                                           

The  Reporting  Person acquired  1,300,000  shares  of      
Common  Stock  of  the  Issuer,  and  a  warrant  (the      
"Warrant") to purchase up to 300,000 additional shares      
of Common Stock of the Issuer, 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  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.   On      
April  25,  1997, the Reporting Person  exercised  the      
Warrant in full, surrendered 133,333 shares covered by      
the Warrant in payment of the aggregate exercise price      
of  the Warrant, and acquired 166,667 shares of Common      
Stock of the Issuer.                                        

The Reporting Person will, from time to time, evaluate      
market  opportunities for the sale of its  shares  and      
may sell all or a portion of its shares in one or more      
sales pursuant to public or private offerings.              

Item 5.   Interest in Securities of the Issuer.                                 

(a)    Number of Shares        1,466,667 shares             
Beneficially Owned:                           

Right to Acquire:       0 shares              

Percent of Class:       19.4% (based upon     
                     7,558,223 shares of
              Common Stock
              outstanding)

(b)    Sole Power to Vote,     1,466,667 shares             
Dispose of or Direct                          
the Vote or Disposition                       
of Shares:                                    

(c)    Recent Transactions:                                 

 On   April  25,  1997,  the  Reporting   Person
 exercised  the Warrant as described in  Item  4
above and acquired 166,667 shares.            

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(d)    Rights with Respect to Dividends or     N/A          
Sales Proceeds:                               

(e)    Date of Cessation of Five Percent       N/A          
Beneficial Ownership:                         

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).

Exhibit 2    Signature   Authority  (incorporated   by      
       reference   to   Exhibit   4   to   Intel
       Corporation's Schedule 13D filed April 7,
       1997  to  report beneficial ownership  of
   securities of Avid Technology, Inc.).

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: April 28, 1997.                                                          

   INTEL CORPORATION

       By:/s/Peter N. Detkin
       Peter N. Detkin
              Acting General Counsel
                  and Director of Litigation

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Schedule 13D/A        Page 6 of 12 Pages                                        

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          2200 Mission College Boulevard, Santa Clara,                  
Address:          CA 95052                                                      

Principal         Executive Vice President and Chief Operating                  
Occupation:       Officer of Intel Corporation                                  

Name, principal   Intel Corporation, a manufacturer of                          
business and      microcomputer components, modules and systems.                
address of        2200 Mission College Boulevard                                
corporation or    Santa Clara, CA 95052                                         
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             John Browne                                                   

Business          The British Petroleum Company plc, Britannic                  
Address:          House, 1 Finsbury Circus, London EC2M 7BA                     

Principal         Group Chief Executive                                         
Occupation:                                                                     

Name, principal   The British Petroleum Company plc, an                         
business and      integrated oil company.                                       
address of        Britannic House, 1 Finsbury Circus                            
corporation or    London EC2M 7BA                                               
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

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Name:             Winston H. Chen                                               

Business          Paramitas Foundation, 3945 Freedom Circle,                    
Address:          Suite 760, Santa Clara, CA 95054                              

Principal         Chairman of Paramitas Foundation                              
Occupation:                                                                     

Name, principal   Paramitas Foundation, a charitable foundation.                
business and      3945 Freedom Circle, Suite 760                                
address of        Santa Clara, CA 95054                                         
corporation or                                                                  
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             Andrew S. Grove                                               

Business          2200 Mission College Boulevard, Santa Clara,                  
Address:          CA 95052                                                      

Principal         President and Chief Executive Officer of Intel                
Occupation:       Corporation                                                   

Name, principal   Intel Corporation, a manufacturer of                          
business and      microcomputer components, modules and systems.                
address of        2200 Mission College Boulevard                                
corporation or    Santa Clara, CA 95052                                         
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             D. James Guzy                                                 

Business          1340 Arbor Road, Menlo Park, CA 94025                         
Address:                                                                        

Principal         Chairman of The Arbor Company                                 
Occupation:                                                                     

Name, principal   The Arbor Company, a limited partnership                      
business and      engaged in the electronics and computer                       
address of        industry.                                                     
corporation or    1340 Arbor Road                                               
other             Menlo Park, CA 94025                                          
organization in                                                                 
which employment                                                                
is conducted:                                                                   

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Name:             Gordon E. Moore                                               

Business          2200 Mission College Boulevard, Santa Clara,                  
Address:          CA 95052                                                      

Principal         Chairman of the Board of Intel Corporation                    
Occupation:                                                                     

Name, principal   Intel Corporation, a manufacturer of                          
business and      microcomputer components, modules and systems.                
address of        2200 Mission College Boulevard                                
corporation or    Santa Clara, CA 95052                                         
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             Max Palevsky                                                  

Business          924 Westwood Boulevard, Suite 700, Los Angeles                
Address:          CA 90024                                                      

Principal         Industrialist                                                 
Occupation:                                                                     

Name, principal   Self-employed.                                                
business and                                                                    
address of                                                                      
corporation or                                                                  
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             Arthur Rock                                                   

Business          One Maritime Plaza, Suite 1220, San Francisco,                
Address:          CA 94111                                                      

Principal         Venture Capitalist                                            
Occupation:                                                                     

Name, principal   Arthur Rock and Company, a venture capital                    
business and      firm.                                                         
address of        One Maritime Plaza, Suite 1220                                
corporation or    San Francisco, CA 94111                                       
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

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Name:             Jane E. Shaw                                                  

Business          c/o Intel Corporation, 2200 Mission College                   
Address:          Boulevard, Santa Clara, CA 95052                              

Principal         Founder of The Stable Network, a                              
Occupation:       biopharmaceutical consulting company                          

Name, principal   c/o Intel Corporation                                         
business and      2200 Mission College Boulevard                                
address of        Santa Clara, CA 95052                                         
corporation or                                                                  
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             Leslie L. Vadasz                                              

Business          2200 Mission College Boulevard, Santa Clara,                  
Address:          CA 95052                                                      

Principal         Senior Vice President, Director, Corporate                    
Occupation:       Business Development, Intel Corporation                       

Name, principal   Intel Corporation, a manufacturer of                          
business and      microcomputer components, modules and systems.                
address of        2200 Mission College Boulevard                                
corporation or    Santa Clara, CA 95052                                         
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

Name:             David B. Yoffie                                               

Business          Harvard Business School, Soldiers Field Park 1-               
Address:          411, Boston, MA 92163                                         

Principal         Max and Doris Starr Professor of International                
Occupation:       Business Administration                                       

Name, principal   Harvard Business School, an educational                       
business and      institution.                                                  
address of        Harvard Business School                                       
corporation or    Soldiers Field Park 1-411                                     
other             Boston, MA 92163                                              
organization in                                                                 
which employment                                                                
is conducted:                                                                   

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Name:             Charles E. Young                                              

Business          405 Hilgard Avenue, Los Angeles, CA 90024                     
Address:                                                                        

Principal         Chancellor                                                    
Occupation:                                                                     

Name, principal   University of California at Los Angeles, an                   
business and      educational institution.                                      
address of        405 Hilgard Avenue                                            
corporation or    Los Angeles, CA 90024                                         
other                                                                           
organization in                                                                 
which employment                                                                
is conducted:                                                                   

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Schedule 13D/A       Page 11 of 12 Pages                                        

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 95052-8119, which               
address  is Intel Corporation's business address.  All  executive               
officers are United States citizens.                                            

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:       Paul S. Otellini                                                    
Title:      Executive Vice President, Director, Sales and                       
Marketing Group                                         

Name:       Gerhard H. Parker                                                   
Title:      Executive Vice President, General Manager, Technology               
and Manufacturing 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, Jr.                                               
Title:      Vice President, General Counsel and Secretary                       

Name:       Patrick P. Gelsinger                                                
Title:      Vice President, General Manager, Desktop Products                   
Group                                                   
Address:    5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-                  
6497                                                    

Name:       John H. F. Miner                                                    
Title:      Vice President, General Manager, Enterprise Server                  
Group                                                   
Address:    5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-                  
6497                                                    

Name:       Stephen P. Nachtsheim                                               
Title:      Vice President; General Manager, Mobile/Handheld                    
Products Group                                          

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Schedule 13D/A       Page 12 of 12 Pages                                        

Name:       Ronald J. Smith                                                     
Title:      Vice President, General Manager, Computing                          
Enhancement Group                                       

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		4/29/96		4					8-K/A
		5/2/96		5
		4/7/97		5					SC 13D, DEF 14A
		4/25/97		1		4
		4/28/97		5
Filed On / Filed As Of		4/29/97
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