Stock Option Exchange Program

Exhibit (a)(1)(A)


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RADISYS CORPORATION


STOCK OPTION
EXCHANGE PROGRAM
TENDER OFFER STATEMENT
("OFFER TO EXCHANGE")


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THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS
EXPIRE AT 9:00 P.M., PACIFIC TIME (U.S.),
ON AUGUST 27, 2003,
UNLESS THE OFFER TO EXCHANGE IS EXTENDED BY
RADISYS CORPORATION


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July 31, 2003


[LOGO]


RADISYS CORPORATION


STOCK OPTION
EXCHANGE PROGRAM
TENDER OFFER STATEMENT
("OFFER TO EXCHANGE")


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This offer to exchange and withdrawal rights expire at 9:00 p.m., Pacific Time (U.S.), on August 27, 2003, unless we extend the offer to exchange.


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You may exchange your outstanding vested and unvested eligible options to purchase shares of RadiSys' common stock, no par value, granted under our 1995 Stock Incentive Plan or our 2001 Nonqualified Stock Option Plan, which we refer to collectively herein as our Incentive Plans, for new nonqualified stock options that we will grant under the 2001 Nonqualified Stock Option Plan. Eligible options for purposes of this offer to exchange consist of options that have been granted under the Incentive Plans with an exercise price of $20.00 per share or higher that are held by eligible employees.


You are eligible to participate in the offer to exchange only if you are an employee of RadiSys or one of our subsidiaries and reside in Germany, Japan, the United Kingdom or the United States on July 31, 2003 and hold eligible options. In order to participate in the offer to exchange, you must remain continuously employed through the date exchanged options are cancelled and you must remain an employee through the date of the new option grant to receive the new options. Members of our board of directors and the vice-presidents and executive officers listed on Schedule A - Information Concerning the Directors, Vice-Presidents and Executive Officers of RadiSys Corporation attached hereto, as well as employees of RadiSys or one of our subsidiaries who reside in Israel or The Netherlands, are ineligible to participate in this offer to exchange.


Exchanged options are any eligible options that you elect to exchange pursuant to the offer to exchange that are accepted by us for exchange. Subject to the terms of the exchange program and upon our acceptance of your properly tendered eligible options, the number of new options you receive will be based on the exercise price of such options, as follows:


Exchange Ratio
Exercise Price (Eligible Option : New Option)
$20.00-34.99 1.40 : 1
$35.00 or higher 2.00 : 1


The exchange ratios were calculated based upon the closing price of shares of our common stock on July 30, 2003. The exercise price per share of the new options will be equal to the closing price of shares of our common stock as reported by the Nasdaq National Market on the date of grant.


We will grant the new options on a date that is at least six months and one day after the date on which we cancel the eligible options accepted for exchange. We refer to this date as the new option grant date. We expect the new option grant date to be no earlier than March 1, 2004. Each new option will be subject to a new vesting schedule that will begin on the new option grant date.


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Our common stock is traded on the Nasdaq National Market under the symbol "RSYS." On July 30, 2003, the closing sale price of our common stock as reported by the Nasdaq National Market was $15.46 per share. We recommend that you evaluate current market quotes for our common stock, among other factors, before deciding whether to elect to exchange your eligible options.


See "Risks of Participating in the Offer to Exchange" beginning on page 10 for a discussion of risks that you should consider before tendering your eligible options.


IMPORTANT


The information in this overview is not complete. You should carefully read this entire Offer to Exchange, the Stock Option Exchange Program Overview, the Stock Option Exchange Program Frequently Asked Questions and the Election Agreement, which we collectively refer to as the exchange program documents. The offer to exchange is made subject to the terms and conditions of these documents as they may be amended. Additional important information is contained in the remainder of this Offer to Exchange and the other exchange program documents.


The offer to exchange ends at 9:00 p.m., Pacific Time (U.S.), on August 27, 2003, unless we extend the offer to exchange. We refer to this date and time as the "Expiration Date." If we extend the offer to exchange, the term Expiration Date will refer to the time and date at which the extended offer to exchange expires.


Manner of Election


If you wish to exchange your eligible options, your properly completed election agreement ("Election Agreement") must be RECEIVED in accordance with the instructions in this Offer to Exchange by no later than the Expiration Date.


In order to make your election, you will need to access the Mellon Investor Services' web site (web site address: www.corporate-action.net/RadiSys). RadiSys has engaged Mellon to assist it in administering the stock option exchange program. In order to access the web site, you will need a Personal Identification Number ("PIN"). All RadiSys employees (except those on inactive status or in Japan) are receiving a PIN at their RadiSys e-mail address. Employees who are on inactive status (such as a leave of absence) are receiving their PIN by mail with the exchange program documents. Radisys employees who reside in Germany will be making their election on a paper Election Agreement; however, Radisys employees who reside in Germany will be receiving a PIN so that they can access the Mellon Investor Services' web site. RadiSys employees who reside in Japan will be making their election on a paper Election Agreement and are not receiving a PIN. Employees who do not have eligible options will have access to the Mellon web site; however, their stock options will be displayed as ineligible to exchange.


We have different election processes depending on the country where you are employed and reside.


If you reside and are employed in the United Kingdom or the United States and receive a PIN via e-mail, you should elect online, with no paper submission necessary.


If you reside and are employed in Germany or Japan, you must return a signed copy of your Election Agreement to Mellon. If you do not have access to a fax machine, you may use the mailing address below. However, please allow sufficient time for any mailed documents to arrive.


By Facsimile: By Mail: By Overnight Courier: 201-329-8456 Mellon Investor Services LLC Mellon Investor Services LLC
Attn: Reorganization Dept. Attn: Reorganization Dept.
P.O. Box 3301 85 Challenger Road
South Hackensack, NJ 07606 Mail Drop - Reorg
Ridgefield Park, NJ 07660-


If you are on inactive status (such as leave of absence), you may make your election either online or by returning a signed copy of your Election Agreement to Mellon.


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In order for your election to be valid, your Election Agreement must be RECEIVED by Mellon in accordance with these instructions by 9:00 p.m., Pacific Time (U.S.), on August 27, 2003, unless extended by RadiSys.


Withdrawal of Election


To withdraw the eligible options that you previously elected to exchange, if you reside and are employed in the United Kingdom or the United States, you must log on to the Mellon web site at www.corporate-action.net/RadiSys and follow the instructions on the web site. Please note that if you log back into the web site and click any boxes, your previous election may not change and, accordingly, you should follow all of the instructions to ensure your election is completed. If you reside and are employed in Germany or Japan, or if you are on inactive status (such as leave of absence) and do not have access to the Internet, you must submit a correctly completed new Election Agreement by fax or mail as discussed above.


In order to withdraw your eligible options previously elected for exchange, your election to withdraw must be RECEIVED by Mellon in accordance with these instructions by 9:00 p.m., Pacific Time (U.S.), on August 27, 2003. If we extend the offer to exchange beyond that time, you may withdraw your eligible options at any time until the extended Expiration Date.


Neither the Securities and Exchange Commission nor any state securities commission or non-U.S. regulatory authority has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Offer to Exchange. Any representation to the contrary is a criminal offense.


You should direct questions about the offer to exchange or requests for additional copies of this Offer to Exchange and the other exchange program documents to a customer service representative at Mellon Investor Services, Monday through Friday between the hours of 5:00 a.m. and 4:00 p.m., Pacific Time (U.S.), telephone number 888-256-2709 from within the U.S. and 201-329-8905 from outside the U.S., or by writing to Mellon Investor Services LLC, Attn: Reorganization Department, P.O. Box 3301, South Hackensack, NJ 07606.


Offer to Exchange dated July 31, 2003.


You should rely only on the information contained in this Offer to Exchange and the other exchange program documents. We have not authorized anyone to provide you with different information. We are not making an offer of the new options in any jurisdiction where the offer is not permitted. However, we may, at our discretion, take any actions necessary for us to make the Offer to Exchange to option holders in any of these jurisdictions. You should not assume that the information provided in this Offer to Exchange is accurate as of any date other than the date as of which it is shown, or if no date is otherwise indicated, the date of this Offer to Exchange. This Offer to Exchange summarizes various documents and other information. Those summaries are qualified in their entirety by reference to the documents and information to which they relate.


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TABLE OF CONTENTS


SUMMARY TERM SHEET.............................................................1


RISKS OF PARTICIPATING IN THE OFFER TO EXCHANGE...............................10


THE OFFER TO EXCHANGE.........................................................12


1. Eligibility......................................................12


2. Number of options; Expiration Date...............................12


3. Purpose of the offer to exchange.................................13


4. Procedures for electing to exchange options......................14


5. Withdrawal rights................................................16


6. Acceptance of options for exchange and issuance of new options...17


7. Conditions of the offer to exchange..............................18


8. Price range of shares underlying the options.....................20


9. Source and amount of consideration; terms of new options.........20


10. Information concerning RadiSys..................................24


11. Interests of directors and officers; transactions and
arrangements concerning the options.............................24


12. Status of options acquired by us in the offer to exchange;
accounting consequences of the offer to exchange................26


13. Legal matters; regulatory approvals.............................26


14. Material U.S. federal income tax consequences; material
non-U.S. tax consequences.......................................26


15. Extension of offer; termination; amendment......................27


16. Fees and expenses...............................................28


17. Additional information..........................................28


18. Financial information...........................................29


19. Factors that may affect future results..........................30


20. Miscellaneous...................................................32


SCHEDULE A INFORMATION CONCERNING THE DIRECTORS, VICE-PRESIDENTS AND
EXECUTIVE OFFICERS OF RADISYS CORPORATION......................A-1


SCHEDULE B GUIDE TO INTERNATIONAL ISSUES..................................B-1


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SUMMARY TERM SHEET


The following are answers to some of the questions that you may have about the offer to exchange. You should carefully read this entire Offer to Exchange, the Stock Option Exchange Program Overview, the Stock Option Exchange Program Frequently Asked Questions and the Election Agreement. The offer to exchange is made subject to the terms and conditions of these documents as they may be amended. The information in this summary is not complete. Additional important information is contained in the remainder of this Offer to Exchange and the other exchange program documents. We have included in this summary references to other sections in this Offer to Exchange to help you find a more complete description of these topics.


Q1. What is the offer to exchange?


A1. The offer to exchange is a voluntary opportunity for eligible option
holders to exchange vested and unvested eligible options for new options
covering a smaller number of shares following a six month and one day
waiting period. Eligible options are options granted under our Incentive
Plans with an exercise price of $20.00 per share or higher. Unless
extended by us, the offer to exchange expires at 9:00 p.m., Pacific Time
(U.S.), on August 27, 2003. We then intend to cancel the exchanged options
no later than the first business day following the Expiration Date. The
six month and one day waiting period will commence after the cancellation
date. We expect to make the new grants on a date no earlier than March 1,
2004. The new options will have an exercise price equal to the closing
price of shares of our common stock as reported by the Nasdaq National
Market on the new option grant date. (See Sections 1 and 9)


Q2. Why are we making the offer to exchange?


A2. Stock options are an important component of our reward strategy for
employees. They allow you to share in any appreciation in our stock,
facilitate a sense of ownership and align your interests and those of our
stockholders. From our point of view, stock options help us to retain and
motivate the talent we already have and encourage new recruits to the
business. However, due to the sharp decline in our stock price, a
substantial number of our stock options granted have exercise prices
higher than the current trading price of our common stock (commonly
referred to as "underwater" options). This offer to exchange is designed
to provide our employees the opportunity to replace "underwater" options
with options that will generally have an exercise price equal to the fair
market value of the shares on the new option grant date (commonly referred
to as "at-the-money" options) and that may have greater potential to
increase in value over time. We believe this exchange will create better
performance incentives for eligible employees and, as a result, maximize
stockholder value. (See Section 3)


Q3. What securities are we offering to exchange?


A3. We are offering to exchange all outstanding, unexercised, eligible
options, regardless of whether they are vested or unvested, held by
eligible employees. Eligible options for purposes of the offer to exchange
consist of options that have been granted under the Incentive Plans with
an exercise price of $20.00 per share or higher.


In exchange for eligible options, we will grant new options covering a
smaller number of shares under our 2001 Nonqualified Stock Option Plan
following a six month and one day waiting period. If you elect to
participate in the offer to exchange, then you must exchange all of your
eligible options. (See Sections 2 and 9)


Q4. Who is eligible to participate?


A4. You are eligible to participate in the offer to exchange if you are an
employee of RadiSys or one of our subsidiaries, own eligible options and
reside in Germany, Japan, the United Kingdom or the United States on July
31, 2003, and you remain an employee through the date we cancel the
eligible options exchanged pursuant to the offer to exchange. We refer to
the date we cancel the eligible options exchanged pursuant to the offer to
exchange as the cancellation date. Members of our Board of Directors and
the vice-presidents and executive officers listed on Schedule A -
Information Concerning the Directors, Vice-Presidents and Executive
Officers of RadiSys Corporation attached hereto, as well as employees of
RadiSys or one of our subsidiaries who reside in Israel or The
Netherlands, are ineligible to participate in the offer to exchange. (See
Section 1)


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To receive a new option, you must remain an employee of RadiSys or one of
our subsidiaries through the date on which the new options are granted,
which will be a date that is at least six months and one day after the
cancellation date. We refer to this date as the new option grant date. If
we do not extend the offer to exchange, we currently expect the new option
grant date will be no earlier than March 1, 2004. (See Section 1)


Q5. Are employees outside of the United States eligible to participate?


A5. Yes, in part. Employees of RadiSys or any of our subsidiaries on July 31,
2003 who are residents of Germany, Japan or the United Kingdom are
eligible to participate, other than members of our Board of Directors and
the vice-presidents and executive officers listed on Schedule A -
Information Concerning the Directors, Vice-Presidents and Executive
Officers of RadiSys Corporation. (See Section 1)


However, employees of RadiSys or one of our subsidiaries who reside in
Israel or The Netherlands are ineligible to participate in the offer to
exchange.


If you are a tax resident of, or subject to tax laws of, a country other
than the United States, please be sure to read Schedule B - Guide to
International Issues of this Offer to Exchange dealing with the applicable
tax consequences of the exchange in certain countries. (See Section 14)


Q6. If you are on an approved leave of absence or go on an approved leave of
absence before the offer to exchange expires, can you still exchange
eligible options?


A6. Yes. If you are an eligible employee on an approved leave of absence or
plan to go on an approved leave of absence for any reason before the
Expiration Date, you may participate in this program and exchange your
eligible options.


You must be employed by RadiSys or one of our subsidiaries through the new
option grant date in order to receive a new option. If you are on an
approved leave of absence and still employed by RadiSys or one of our
subsidiaries on the new option grant date, you will receive a new option.


Q7. When does this offer to exchange end?


A7. This offer to exchange ends at 9:00 p.m., Pacific Time (U.S.), on August
27, 2003. We refer to this date and time as the Expiration Date, unless we
extend the period during which the offer to exchange will remain open. If
we extend the offer to exchange, the term Expiration Date will refer to
the time and date at which the extended offer to exchange expires. If we
extend the offer to exchange, we will issue a public announcement
regarding the extension. (See Section 2)


Q8. How many new options will you receive in exchange for your eligible
options that you elect to exchange?


A8. Subject to the terms of the exchange program and upon our acceptance of
your properly tendered eligible options, the number of new options you
receive will be based on the exercise price of such options, as follows:


Exchange Ratio
Exercise Price (Eligible Option : New Option)
$20.00-34.99 1.40 : 1
$35.00 or higher 2.00 : 1


The exchange ratios were calculated based upon the closing price of shares
of our common stock on July 30, 2003. The number of option shares that you
receive will be rounded up to the nearest whole share, and will be subject
to adjustment for any stock splits, subdivisions, combinations, stock
dividends and similar events that occur after the cancellation date but
before the new option grant date. (See Section 2)


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New options will be granted under our 2001 Nonqualified Stock Option Plan.
All new options will be nonqualified options for U.S. federal income tax
purposes. (See Sections 2 and 9)


Q9. How were the exchange ratios determined and why are they different for
options with different exercise prices?


A9. We used an option pricing model to estimate the theoretical value of each
option. Using this model, we assigned a value to eligible options and to
new options. We then determined the ratio of old to new options that would
make the exchange approximately equivalent in value. (See Section 3)


Q10. Why is the exchange ratio not simply one-for-one?


A10. The exchange ratios have been developed to be fair to you and responsible
to our stockholders. Our stock option program must balance the interests
of both employees and stockholders. As an employee, you may benefit by
replacing your underwater options with new options that are at-the-money
on the new option grant date. Stockholders may also benefit because this
program will give us the potential to significantly reduce the total
number of options outstanding. (See Section 3)


Q11. What are the conditions to the offer to exchange?


A11. Participation in the offer to exchange is completely voluntary. The
completion of the offer to exchange is subject to a number of customary
conditions that are described in Section 7 of this Offer to Exchange. If
any of these conditions are not satisfied, we will not be obligated to
accept and exchange any properly tendered eligible options. Prior to the
Expiration Date and subject to applicable law, we reserve the right to
amend the offer to exchange for any reason. (See Section 7)


Q12. Are there any eligibility requirements that you must satisfy after the
Expiration Date to receive the new options?


A12. To receive a grant of new options under the terms of the offer to
exchange, you must be employed by us or one of our subsidiaries through
the new option grant date. (See Section 1)


As discussed further below, we will grant new options to you on a date
that is at least six months and one day after the cancellation date. We
currently expect that the new option grant date will be no earlier than
March 1, 2004. If for any reason you do not remain employed by us or one
of our subsidiaries or a successor entity through the new option grant
date, you will not receive any new options or other compensation in
exchange for the eligible options that you tendered and that we accepted
for exchange and subsequently cancelled. Unless otherwise expressly
provided by the applicable laws of a non-U.S. jurisdiction, your
employment with us or one of our subsidiaries remains "at-will" and can be
terminated by you or us or one of our subsidiaries at any time, with or
without cause or notice. (See Section 1)


Q13. When will you receive your new options?


A13. We will grant the new options on the new option grant date, which we
currently expect to be no earlier than March 1, 2004. The new option grant
date will be a date that is at least six months and one day after the date
on which we cancel the eligible options accepted for exchange. We will not
grant the new options before the new option grant date.


We will send you notification that we have accepted your tendered eligible
options for exchange and that we will issue to you the new options in
accordance with and subject to the terms and conditions of the offer to
exchange promptly after the Expiration Date. (See Section 6)


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Q14. When will the eligible options you elect to exchange be cancelled?


A14. The eligible options you elect to exchange will be cancelled no later than
the first business day following the Expiration Date. We refer to this
date as the cancellation date. If we do not extend the offer to exchange,
we currently expect that the cancellation date will be August 28, 2003.
Accordingly, we expect that the new options will be granted on a date no
earlier than March 1, 2004. (See Section 6)


Q15. Why will you not receive your new options immediately after the Expiration
Date?


A15. By deferring the grant of the new options for at least six months and one
day, we believe that we will avoid the impact of certain non-cash
accounting charges that would be calculated based on fluctuations in our
stock price. (See Section 12)


Q16. If you elect to participate in the offer to exchange, will you be eligible
to receive other option grants before you ...