You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| VIEX Opportunities Fund | 2,288,357 | 2,288,357 | 5.9% | |||
| VIEX GP | 2,288,357 | 2,288,357 | 5.9% | |||
| VIEX Capital Advisors | 2,288,357 | 2,288,357 | 5.9% | |||
| Eric Singer | 2,288,357 | 2,288,357 | 5.9% |
Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
Radisys Corporation
(Name
of Issuer)
Common Stock, no par value
(Title of Class of Securities)
750459 10 9
(CUSIP Number)
ERIC SINGER
VIEX
Capital Advisors, LLC
825 Third Avenue, 33rd Floor
New York, New York 10022
STEVE WOLOSKY, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325
Avenue of the Americas
New
York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 14, 2017
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
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 (however, see the Notes).
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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| VIEX Opportunities Fund, LP – Series One* | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 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 | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | – 0 – | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 2,288,357 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| – 0 – | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.9% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
__
* This Series One is part of a series of VIEX Opportunities Fund,
LP, a series limited partnership.
| 2 |
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| VIEX GP, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 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 | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | – 0 – | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 2,288,357 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| – 0 – | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.9% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| OO | |||||||||||||||||||
| 3 |
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| VIEX Capital Advisors, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 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 | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | – 0 – | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 2,288,357 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| – 0 – | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.9% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA | |||||||||||||||||||
| 4 |
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| Eric Singer | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| AF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | – 0 – | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | 2,288,357 | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| – 0 – | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 2,288,357 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 5.9% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
| 5 |
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Page 6 of 11 – SEC Filing
The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates
to the Common Stock, no par value (the “Shares”), of Radisys Corporation, a Delaware corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 5435 N.E. Dawson Creek Drive, Hillsboro, Oregon 97124.
| Item 2. | Identity and Background. |
| (a) | This statement is filed by: |
| (i) | VIEX Opportunities Fund, LP – Series One (“Series One”), a series of VIEX Opportunities Fund, LP, a Delaware series limited partnership, with respect to the Shares directly and beneficially owned by it; |
| (ii) | VIEX GP, LLC (“VIEX GP”), a Delaware limited liability company, as the general partner of Series One; |
| (iii) | VIEX Capital Advisors, LLC (“VIEX Capital”), a Delaware limited liability company, as the investment manager of Series One; and |
| (iv) | Eric Singer, as managing member of each of VIEX GP and VIEX Capital. |
Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.
(b) The
address of the principal office of each of Series One, VIEX GP, VIEX Capital and Mr. Singer is 825 Third Avenue, 33rd
Floor, New York, New York 10022.
(c) The
principal business of Series One is investing in securities. The principal business of VIEX GP is acting as the general partner
of Series One. The principal business of VIEX Capital is serving as the investment manager to Series One. The principal occupation
of Mr. Singer is serving as the managing member of each of VIEX GP and VIEX Capital.
(d) No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a 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) Each
of Series One, VIEX GP and VIEX Capital is organized under the laws of the State of Delaware. Mr. Singer is a citizen of the United
States of America.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased
by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase price of the 2,288,357 Shares beneficially owned by Series One is approximately
$4,490,374, including brokerage commissions.
| 6 |
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Page 7 of 11 – SEC Filing
| Item 4. | Purpose of Transaction. |
The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.
No Reporting Person
has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of
the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes
to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing
additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with
respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 39,045,215 Shares outstanding, which is the total number of Shares
outstanding as of July 31, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on August 3, 2017.
| A. | Series One |
| (a) | As of the close of business on August 22, 2017, Series One beneficially owned 2,288,357 Shares. |
Percentage: Approximately
5.9%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,288,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,288,357 |
| (c) | The transactions in the Shares by Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| 7 |
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Page 8 of 11 – SEC Filing
| B. | VIEX GP |
| (a) | VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 2,288,357 shares owned by Series One. |
Percentage: Approximately
5.9%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,288,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,288,357 |
| (c) | VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| C. | VIEX Capital |
| (a) | VIEX Capital, as the investment manager of Series One, may be deemed the beneficial owner of the 2,288,357 Shares owned by Series One. |
Percentage: Approximately
5.9%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,288,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,288,357 |
| (c) | VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
| D. | Eric Singer |
| (a) | Mr. Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the 2,288,357 Shares owned by Series One. |
Percentage: Approximately
5.9%
| (b) | 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,288,357 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,288,357 |
| (c) | Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference. |
The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.
| 8 |
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Page 9 of 11 – SEC Filing
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On August 23, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Joint Filing Agreement by and among VIEX Opportunities Fund, LP – Series One, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer dated August 23, 2017. |
| 9 |
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Page 10 of 11 – SEC Filing
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: August 23, 2017
| VIEX Opportunities Fund, LP – Series One | |||
| By: | VIEX GP, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| VIEX GP, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| VIEX Capital Advisors, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| /s/ Eric Singer | |
| Eric Singer |
| 10 |
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Page 11 of 11 – SEC Filing
SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
VIEX
opportunities fund, LP – Series one
| Purchase of Common Stock | 444,100 | 2.5000 | 07/17/2017 |
| Purchase of Common Stock | 21,659 | 2.5187 | 07/17/2017 |
| Sale of Common Stock | (74,070) | 2.7436 | 07/19/2017 |
| Purchase of Common Stock | 50,000 | 2.4986 | 07/24/2017 |
| Purchase of Common Stock | 32,150 | 2.4996 | 07/25/2017 |
| Purchase of Common Stock | 206,481 | 2.4500 | 07/25/2017 |
| Purchase of Common Stock | 62,142 | 2.3597 | 07/28/2017 |
| Purchase of Common Stock | 91,777 | 2.4246 | 07/31/2017 |
| Purchase of Common Stock | 208,259 | 1.9086 | 08/01/2017 |
| Purchase of Common Stock | 440,000 | 1.7000 | 08/02/2017 |
| Purchase of Common Stock | 200,000 | 1.5920 | 08/03/2017 |
| Purchase of Common Stock | 50,000 | 1.6394 | 08/04/2017 |
| Purchase of Common Stock | 55,138 | 1.6770 | 08/07/2017 |
| Purchase of Common Stock | 73,170 | 1.6712 | 08/08/2017 |
| Purchase of Common Stock | 75,000 | 1.5800 | 08/09/2017 |
| Purchase of Common Stock | 10,000 | 1.5400 | 08/14/2017 |
| Purchase of Common Stock | 125,109 | 1.5877 | 08/14/2017 |
| Purchase of Common Stock | 12,400 | 1.5900 | 08/15/2017 |
| Purchase of Common Stock | 20,000 | 1.4200 | 08/17/2017 |
| Purchase of Common Stock | 20,000 | 1.3700 | 08/18/2017 |
| Purchase of Common Stock | 165,042 | 1.4754 | 08/22/2017 |
