-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AGspqIcDbcZNUPUMUDCgQ5yf3zpB55CP0IEw5SNqGBrgmlOfCo2P1Qcs4aVmlgIH NBibHw1YFafYkuV2P8PgZg== 0000899243-99-001230.txt : 19990604 0000899243-99-001230.hdr.sgml : 19990604 ACCESSION NUMBER: 0000899243-99-001230 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990524 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS MICRO INC CENTRAL INDEX KEY: 0000724621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042738973 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18238 FILM NUMBER: 99639983 BUSINESS ADDRESS: STREET 1: 5959 CORPORATE DRIVE CITY: HOUSTON STATE: TX ZIP: 77036 BUSINESS PHONE: 7135418200 MAIL ADDRESS: STREET 1: 5959 CORPORATE DRIVE STREET 2: SUITE 1600 CITY: HOUSTON STATE: TX ZIP: 77036 FORMER COMPANY: FORMER CONFORMED NAME: SEQUOIA SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report: (Date of earliest event reported): June 3, 1999 (May 24, 1999) TEXAS MICRO INC. (Exact name of registrant as specified in its charter) DELAWARE 0-18238 04-2738973 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 5959 CORPORATE DRIVE HOUSTON, TEXAS 77036 (Address of Registrant's principal executive offices) (713) 541-8200 (Registrant's telephone number, including area code) (NOT APPLICABLE) (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On May 24, 1999, Texas Micro Inc. (the "Company") issued a press release announcing the execution of an Agreement of Reorganization and Merger (the "Merger Agreement") dated May 24, 1999, among the Company, RadiSys Corporation, an Oregon corporation ("RadiSys"), and Tabor Merger Corp., a Delaware corporation and wholly-owned subsidiary of RadiSys ("Merger Corp."). Under the Merger Agreement, Merger Corp. would be merged with and into the Company. If the Merger is completed, the Company will become a wholly-owned subsidiary of RadiSys. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS Exhibit 99.1 Press Release of Texas Micro Inc. dated May 24, 1999 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 3, 1999 TEXAS MICRO INC. By: /s/ J. Michael Stewart ------------------------ J. Michael Stewart President and Chief Executive Officer 3 INDEX OF EXHIBITS Exhibit Number Description - -------------- ----------- Exhibit 99.1 Press Release of Texas Micro Inc. dated May 24, 1999 4 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE Contact: Michael Stewart President and CEO Texas Micro Inc. 713/541-8200 ext. 292 TEXAS MICRO TO MERGE WITH RADISYS IN A STOCK-FOR-STOCK TRANSACTION HOUSTON, TX -- MAY 24, 1999 -- Texas Micro Inc. (Nasdaq: TEXM) and RadiSys Corporation (Nasdaq: RSYS) today announced the signing of a definitive agreement under which Texas Micro will be acquired by RadiSys for stock valued at approximately $115 million. RadiSys is a leading global supplier of embedded computing solutions for telecommunications, automation, and other industries. Texas Micro is a leader in the design, production, and integration of open system computing platforms for telecom, Internet, and industrial applications. "Following soon after our acquisition of the ARTIC communications business from IBM, the acquisition of Texas Micro is the next major step in our being the leading building block and subsystem supplier to communications equipment manufacturers, an industry facing tremendous growth demands due to the expansion of Internet and wireless traffic," stated Dr. Glen Myers, Chairman and CEO of RadiSys. "Communications OEMs are turning to outsourcing as a means of coping with growth and time to market, and being able to get most of the solution from a single source is a tremendous advantage." "In communications equipment being designed today, the leading architectures are PCI and CompactPCI," added Myers. "Texas Micro is strong in PCI, with an extensive offering of CPU cards and system packaging. We can now combine this with RadiSys' PCI DSP voice-processing products and WAN communications adapters from the ARTIC business. RadiSys has the leading position today in CompactPCI, with CPU solutions, DSP boards, voice processing, and WAN interfaces. Texas Micro adds CompactPCI system packaging and high- availability fault-tolerant developments. The extraordinary fit of our capabilities and technologies gives us a truly unique position - a far broader and deeper offering than any other company, and significant value added in such applications as cellular base stations, switches, PBXs, routers, edge devices, remote access servers, voice gateways, voice-message systems, video conferencing, and computer telephony." "We believe that this transaction benefits Texas Micro's shareholders, employees, and customers in many ways," said Michael Stewart, Texas Micro's CEO. "The great way that our products complement each other means that we can deliver far more added value to customers. And by becoming a combined company with a revenue run rate well in excess of $200 million, we can achieve greater efficiencies in engineering, purchasing, and manufacturing. Third, the fact that both our strategies are centered on Intel platforms means that our engineers speak the same language." Under the agreement, Texas Micro will become a wholly owned subsidiary of RadiSys and will operate as the RadiSys Communications Platform Division. The sales forces of the two companies will be combined into a single organization, taking advantage of Texas Micro having a larger field sales force in Europe and RadiSys having the same in Japan. Shareholders of Texas Micro will exchange four shares of Texas Micro for one share of RadiSys, subject to certain adjustments based on the RadiSys stock price at closing. If the price is between $32 and $40, the exchange ratio will be such that a fixed value of $8 is paid per Texas Micro share. If the RadiSys share price is greater than $40, five Texas Micro shares will be exchanged for one of RadiSys. The transaction will be accounted for as a pooling of interests, and is subject to approval by shareholders of both companies, normal regulatory approvals, and other customary closing conditions. The transaction is expected to be consummated in approximately 90 days and is expected to be accretive for calendar year 2000. Except for the historical statements and information contained herein, the matters discussed in this news release, including the expectations of successful completion and potential benefits of the transaction, future orders, revenues, and business levels, are forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially include, but are not limited to: the satisfaction of closing conditions; regulatory and shareholder approvals of the transaction; the combined companies' ability to integrate successfully and achieve desired operating synergies and results; business conditions and growth in the telecommunications and electronics industry and general economy, both domestic and international; lower than expected customer orders or variations in customer order patterns due to changes in demand for customers' products and customer and channel inventory levels; competitive factors, including pricing pressures, technological developments and products offered by competitors; availability of components; technological difficulties and resource constraints encountered in developing new products; and the timely flow of competitive new products and market acceptance of those products. The forward-looking statements should be considered in light of these factors. RadiSys Corporation (Nasdaq: RSYS) designs and manufactures embedded computing solutions for equipment manufacturers in the telecommunications, automation, and other industries. RadiSys's technology spans Intel processor- based designs, core-logic semiconductor components, real-time system software, digital signal processing hardware and software, and CompactPCI and other bus structures. Texas Micro Inc. (Nasdaq: TEXM) specializes in the design, production, and integration of open-system computing platforms for telecom, Internet, and industrial specific applications including imaging, data acquisition, industrial control, and network applications. ### *RadiSys is a registered trademark and ARTIC is a trademark of RadiSys Corporation. All other products are trademarks or registered trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----