UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 811, 2018

RADISYS CORPORATION

(Exact name of registrant as specified in its charter)



Oregon	0-26844	93-0945232
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



5435 NE Dawson Creek Drive
Hillsboro, Oregon	97124
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (503) 615-1100

No Change

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.



	Emerging growth company	[ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

~~Item~~INTRODUCTORY ~~2.02 Results of Operations and Financial Condition.~~ NOTE

~~The~~On ~~information~~December in11, ~~this~~2018, ~~Item~~Reliance ~~2.02~~Industries ~~and~~Limited, ~~the~~a ~~Exhibit~~company ~~99.1~~organized ~~attached~~and ~~hereto~~existing ~~shall~~under ~~not~~the belaws ~~deemed~~of India (“~~filed~~Reliance”), ~~for~~completed ~~purposes~~its ofpreviously ~~Section~~announced 18acquisition of ~~the~~Radisys ~~Securities~~Corporation, ~~Exchange~~an ~~Act~~Oregon ofcorporation ~~1934,~~(“Radisys” ~~nor~~or ~~shall~~the it“Company”). bePursuant ~~deemed~~to ~~incorporated~~the byterms ~~reference~~of inthe ~~any~~Agreement ~~filing~~and ~~under~~Plan ~~the~~of ~~Securities~~Merger, ~~Act~~dated as of ~~1933~~June or29, ~~any~~2018 ~~proxy~~(the ~~statement~~“Merger orAgreement”), ~~report~~by orand ~~other~~among ~~document~~Reliance, weIntegrated ~~may~~Cloud ~~file~~Orchestration ~~with~~(ICO), ~~the~~Inc., ~~Securities~~an ~~Exchange~~Oregon ~~Commission~~corporation and wholly owned subsidiary of Reliance (“~~SEC~~Merger Sub”), ~~regardless~~and ofRadisys, ~~any~~Merger ~~general~~Sub ~~incorporation~~merged ~~language~~with inand ~~any~~into ~~such~~Radisys ~~filing,~~(the ~~except~~“Merger”) aswith ~~shall~~Radisys besurviving ~~expressly~~the ~~set~~Merger ~~forth~~as bya ~~specific~~wholly ~~reference~~owned insubsidiary ~~such~~of ~~filing~~Reliance.

OnItem ~~November 8, 2018, Radisys Corporation (the "Company") issued a press release announcing its results for the fiscal quarter ended September 30, 2018~~1.02. Termination ~~A copy~~ of ~~this~~a ~~press~~Material ~~release~~Definitive ~~is attached hereto as Exhibit 99~~Agreement.1.

~~Forward~~On December 11, 2018, in connection with the closing of the Merger, the outstanding principal amounts, together with interest and all other amounts due, were paid in full under each of (i) the Note Purchase Agreement (the “Note Purchase Agreement”) among the Company, as borrower, the guarantors from time to time party thereto, the purchasers from time to time party thereto and HCP-~~Looking~~FVG, ~~Statements~~LLC, an affiliate of Hale Capital Partners LP, as collateral agent and as a purchaser and (ii) the Loan and Security Agreement (the “ABL Credit Agreement”) between Marquette Business Credit, LLC, as lender, and the Company, as borrower. On January 3, 2018, the Company entered into the Note Purchase Agreement, in which the Company issued and sold to the purchasers senior secured promissory notes in an aggregate original principal amount of $17.0 million. Additionally, on January 3, 2018, the Company entered into the ABL Credit Agreement, which provided for a revolving credit facility that provided financing of up to $20.0 million, with a $1.5 million sub-limit for letters of credit. Effective on the closing date, the Note Purchase Agreement, the ABL Credit Agreement and other related loan documents were terminated and are of no further force or effect (except with respect to any obligations and provisions that survive the termination thereof) and all liens granted in connection with the Note Purchase Agreement and the ABL Credit Agreement and other related loan documents were released. In connection with the termination of the agreements, the Company incurred a prepayment fee of $937,926.75 under the Note Purchase Agreement and an early termination fee of $400,000 under the ABL Credit Agreement.

~~Certain~~Item ~~statements contained in this communication may constitute “forward-looking statements~~2.”01. Completion ~~Forward-looking statements can usually be identified by the use~~ of ~~words~~Acquisition such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and other expressions which indicate future events or ~~trends.~~Disposition ~~Such statements include statements as to the expected timing~~ of completion of the merger, the expected benefits and costs of the transaction, management plans relating to the transaction and the satisfaction of all closing conditions to the transaction, including the ability to obtain regulatory approvalsAssets.

~~These~~On ~~forward-looking~~December ~~statements~~11, ~~are~~2018, ~~based~~pursuant ~~upon~~to ~~certain~~the ~~expectations~~terms ~~and~~of ~~assumptions~~the ~~and~~Merger ~~are~~Agreement, ~~subject~~Reliance tocompleted ~~risks~~its ~~and~~previously ~~uncertainties.~~announced ~~Actual~~acquisition ~~results~~of ~~could~~Radisys ~~differ~~through ~~materially~~the ~~from~~Merger. ~~those~~As ~~anticipated as~~ a result of ~~various~~the ~~factors~~Merger, ~~including~~Radisys ~~the~~became ~~following:~~a ~~conditions~~wholly toowned ~~the~~subsidiary ~~closing~~ of ~~the~~Reliance. ~~transaction,~~Pursuant ~~including~~to ~~receipt~~the ofterms ~~required~~and ~~regulatory~~conditions ~~approvals,~~of ~~may~~the ~~not~~Merger ~~be satisfied timely~~Agreement, if at ~~all;~~ the ~~transaction~~effective ~~may~~time ~~involve~~of ~~unexpected~~the ~~costs,~~Merger ~~liabilities~~(the or“Effective ~~delays;~~Time”), ~~revenues~~each ~~following~~share ~~the~~of ~~transaction~~common ~~may~~stock, beno ~~lower~~par ~~than~~value, ~~expected;~~of ~~operating~~Radisys ~~costs~~(collectively, ~~customer~~“Shares”) ~~loss~~issued and ~~business~~outstanding ~~disruption~~ (~~including,~~other ~~without~~than ~~limitation,~~shares ~~difficulties~~owned inby ~~maintaining relationships with employees~~Reliance, ~~customers,~~Merger ~~clients~~Sub or ~~suppliers)~~any ~~may~~other bewholly ~~greater~~owned ~~than~~subsidiary ~~expected following the transaction; uncertainties surrounding the transaction; the outcome~~ of ~~any~~Reliance ~~legal~~or ~~proceedings related to the transaction;~~ Radisys ~~may be adversely affected by other economic, business, and/~~or ~~competitive~~held ~~factors;~~in ~~risks that~~ the ~~pending~~treasury ~~transaction disrupts current plans and operations; the retention~~ of ~~key employees of~~ Radisys;, ~~other~~all ~~risks to consummation~~ of ~~the~~which ~~transaction,~~were ~~including~~cancelled ~~circumstances~~without ~~that~~any ~~could~~consideration ~~give~~being ~~rise~~exchanged totherefor) ~~the~~was ~~termination~~cancelled ofand ~~the~~extinguished ~~merger agreement~~ and ~~the~~automatically ~~risk~~converted ~~that~~into the ~~transaction~~right ~~will not be consummated within the expected time period or at all; and the other risks described from time~~ to ~~time~~receive $1.72 in ~~Radisys’ reports filed with the SEC under the heading “Risk Factors~~cash,” ~~including~~without ~~the Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~interest, ~~2017, subsequent Quarterly Reports on Form 10-Q~~ and inless ~~other~~any ofapplicable ~~Radisys’~~withholding ~~filings~~taxes ~~with~~ (the ~~SEC~~“Merger Consideration”).

~~All~~In ~~forward-looking statements are qualified by~~addition, ~~and~~as ~~should~~of bethe ~~considered~~Effective ~~in conjunction with~~Time, ~~such~~all ~~cautionary~~outstanding ~~statements.~~stock ~~Readers~~options ~~are~~and ~~cautioned~~restricted ~~not~~stock tounit ~~place~~awards ~~undue~~(collectively, ~~reliance~~“Company onEquity ~~these~~Awards”) ~~forward-looking~~were ~~statements,~~cancelled ~~which~~and ~~speak~~converted ~~only~~into ~~as of~~ the ~~date~~right onto ~~which~~receive ~~such~~a ~~statements~~specified ~~were~~amount ~~made.~~of ~~Except~~cash as(subject ~~required~~to byany applicable ~~law~~withholding tax), ~~Radisys~~without ~~undertakes~~interest, nobased ~~obligation~~on tothe ~~update~~Merger ~~forward-looking statements to reflect events or circumstances arising after such date~~Consideration.

~~Non-GAAP~~The ~~Financial~~funds ~~Measures~~to pay the Merger Consideration, to consummate the Merger and to perform the other transactions and obligations described in the Merger Agreement were obtained from existing credit facilities of Reliance and its subsidiaries, cash and cash equivalents on hand of Reliance and its subsidiaries and cash and cash equivalents on hand of Radisys and its subsidiaries.

ToThe ~~supplement~~foregoing ~~its~~description ~~consolidated~~of ~~financial statements in accordance with generally accepted accounting principles (GAAP),~~ the ~~Company's earnings release contains non-GAAP financial measures that exclude certain expenses, gains and losses, such as the~~ effects of ~~(a)~~the ~~amortization~~Merger ~~of acquired intangible assets, (b) stock-based compensation expense, (c) restructuring~~ and ~~other~~the ~~charges~~Merger ~~(reversals)~~Agreement, ~~net, (d) non-cash income tax expense, (e) restructuring inventory adjustment, (f) amortization of financing activities expenses, (g) change in fair value of warrants,~~ and ~~(h) loss (gain) on~~ the ~~liquidation~~transactions ofcontemplated ~~foreign~~thereby, ~~subsidiaries.~~does ~~The~~not ~~Company~~purport ~~believes that the use of non-GAAP financial measures provides useful information~~ to ~~investors~~be tocomplete ~~gain an overall understanding of its current financial performance~~ and ~~its~~is ~~prospects~~subject ~~for the future. Specifically~~to, ~~the~~and ~~Company~~qualified ~~believes~~in ~~the~~its ~~non-GAAP~~entirety ~~results provide useful information to both management and investors~~ by ~~excluding~~reference ~~certain expenses~~to, ~~gains and losses that~~ the ~~Company~~full ~~believes~~text ~~are not indicative~~ of ~~its~~the ~~core~~Merger ~~operating results~~Agreement. InA ~~addition,~~copy ~~non-GAAP~~of ~~financial~~the ~~measures~~Merger ~~are~~Agreement ~~used~~was byattached ~~management for budgeting and forecasting~~ as ~~well~~Exhibit ~~as subsequently measuring the Company's performance, and the Company believes that it is providing investors with financial measures that most closely align to its internal measurement processes~~2.1 ~~These non-GAAP measures are considered~~ to ~~be reflective of the Company'~~Radisys’s ~~core~~Current ~~operating~~Report ~~results~~on asForm ~~they more closely reflect the essential revenue~~8-~~generating~~K ~~activities~~filed ofwith the ~~Company~~Securities and ~~direct~~Exchange ~~operating~~Commission ~~expenses~~ (~~resulting in cash expenditures~~“SEC”) ~~needed~~on toJuly ~~perform~~2, ~~these revenue-generating activities. The Company also believes~~2018, ~~based on feedback provided to the Company during its earnings calls' Q&A sessions~~ and ~~discussions~~is ~~with~~incorporated ~~the~~by ~~investment~~reference ~~community,~~into ~~that~~this ~~the~~Item ~~non-GAAP~~2.01.

~~financial~~Item ~~measures~~3.01. itNotice ~~provides~~of ~~are~~Delisting ~~necessary~~or toFailure ~~allow the investment community~~ to ~~construct~~Satisfy ~~their~~a ~~valuation~~Continued ~~models~~Listing toRule ~~better~~or ~~align~~Standard; ~~its~~Transfer ~~results~~of ~~and projections with its competitors and market sector, as there is significant variability and unpredictability across companies with respect to certain expenses, gains and losses~~Listing.

The ~~non-GAAP financial~~ information isset ~~presented~~forth ~~using a consistent methodology from quarter-to-quarter and year-to-year. These measures should be considered~~ in ~~addition~~Item ~~to results prepared in accordance with GAAP~~2. In01 ~~addition,~~of ~~these~~this ~~non-GAAP~~Current ~~financial~~Report ~~measures are not based~~ on ~~any~~Form ~~comprehensive set of accounting rules or principles. The Company believes that non~~8-~~GAAP~~K ~~financial~~is ~~measures~~incorporated ~~have~~by ~~limitations~~reference ininto ~~that~~this ~~they~~Item do not reflect all of the amounts associated with the Company's results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP financial measures3.01.

AOn ~~reconciliation~~December of11, ~~non-GAAP~~2018, ~~information~~Radisys tonotified ~~GAAP~~the ~~information~~Nasdaq isGlobal ~~included~~Select inMarket (“Nasdaq”) of the ~~tables~~effectiveness inof the ~~press release~~Merger. ~~The~~ ~~non-GAAP~~In ~~financial~~connection ~~measures~~therewith, ~~disclosed~~Radisys byinformed ~~the~~Nasdaq ~~Company~~of ~~should~~the ~~not~~Merger beConsideration ~~considered~~being apaid ~~substitute~~by ~~for~~Reliance orand ~~superior~~requested tothat ~~financial~~Nasdaq ~~measures~~file ~~calculated~~a inNotification ~~accordance~~of ~~with~~Removal ~~GAAP,~~from Listing and/or ~~reconciliations~~Registration ~~between~~on ~~GAAP~~Form ~~and~~25 ~~non-GAAP~~with ~~financial~~the ~~measures~~SEC ~~included~~to indelist ~~this~~and ~~earnings~~deregister ~~release~~the ~~should~~Shares beunder ~~carefully~~Section ~~evaluated. The~~12(b) ~~non-GAAP~~of ~~financial~~the ~~measures~~Securities ~~used~~Exchange byAct of 1934 (the ~~Company~~“Exchange ~~may~~Act”). beTrading ~~calculated~~of ~~differently~~Radisys ~~from,~~common ~~and~~stock ~~therefore~~on ~~may~~Nasdaq ~~not~~will be ~~comparable~~suspended ~~to,~~effective ~~similarly~~as ~~titled~~of ~~measures~~the ~~used~~close byof ~~other~~business ~~companies~~on December 11, 2018.

~~Item~~Radisys ~~9.01~~intends ~~Financial~~to ~~Statements~~file with the SEC a certification on Form 15 providing notice of termination of the registration of the Shares under Section 12(g) of the Exchange Act and ~~Exhibits~~suspension of the Company’s obligations to file reports under Sections 13 and 15(d) of the Exchange Act.

~~(d)~~Item ~~Exhibit~~3.03. Material Modification to Rights of Security Holders.

Exhibit Number		Description
99.1		Third Quarter 2018 Earnings Release, dated November 8, 2018

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.


Item 5.02.	Departure of Directors; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As of the Effective Time, each of the members of the Board of Directors of Radisys resigned from the Board of Directors of Radisys. Pursuant to the terms of the Merger Agreement, as of the Effective Time, the director of Merger Sub immediately prior to the Effective Time became the sole member of the Board of Directors of Radisys until his death, permanent disability, resignation or removal or until his successor is duly elected and qualified.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in the Merger Agreement, at the Effective Time, the Articles of Incorporation and Bylaws of Radisys were amended and restated in their entirety.

Copies of the amended and restated Articles of Incorporation and Bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number	Description
Exhibit 2.1	Agreement and Plan of Merger, dated as of June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 2, 2018).
Exhibit 3.1	Amended and Restated Articles of Incorporation of Radisys Corporation.
Exhibit 3.2	Amended and Restated Bylaws of Radisys Corporation.

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 hereunto duly authorized.

		RADISYS CORPORATION
Date:	~~November~~December 811, 2018	By:	/s/ Jonathan Wilson
			Jonathan Wilson
			Chief Financial Officer and Vice President of Finance (Principal Financial and Accounting Officer)
			Vice President of Finance, Chief Financial Officer

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