<PAGE>

      As filed with the Securities and Exchange Commission on June 9, 2000
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                               RADISYS CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

                     OREGON                          93-0945232
         (State or other jurisdiction                (IRS Employer
         of incorporation or organization)           Identification No.)

                  5445 NE Dawson Creek Drive
                      Hillsboro, Oregon        97124
                    (Address of Principal    (Zip Code)
                      Executive Offices)

                                   ----------

                               RadiSys Corporation
                      1995 Stock Incentive Plan, as amended
                              (Full title of plan)

                               -------------------
                                Glenford J. Myers
                      President and Chief Executive Officer
                               RadiSys Corporation
                           5445 NE Dawson Creek Drive
                               Hillsboro, OR 97124
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 615-1100

                                    Copy to:

                                 Todd A. Bauman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                             Proposed      Proposed
                                             Maximum       Maximum
                        Amount               Offering      Aggregate       Amount of
Title of Securities     to Be                Price Per     Offering        Registration
to Be Registered        Registered           Share(1)      Price(1)        Fee
-------------------     ----------           ---------     ---------       ------------

<S>                     <C>                  <C>           <C>             <C>
Common Stock            1,300,000 Shares     $47.3125      $61,506,250     $16,237.65
</TABLE>


(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the
registration fee is based on $47.3125, which was the average of the high and low
prices of the Common Stock on June 2, 2000 as reported in THE WALL STREET
JOURNAL for Nasdaq National Market issues.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by RadiSys Corporation (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

               (a) The Company's latest annual report filed pursuant to Section
      13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
      prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
      that contains audited financial statements for the Company's latest fiscal
      year for which such statements have been filed.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934 since the end of the fiscal year
      covered by the annual report or prospectus referred to in (a) above.

               (c) The description of the authorized capital stock of the
      Company contained in the Company's registration statement filed under
      Section 12 of the Securities Exchange Act of 1934, including any amendment
      or report filed for the purpose of updating the description.

      All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article VII of the Company's Second Restated Articles of Incorporation and
Article V of the Company's Restated Bylaws require indemnification of current or
former

<PAGE>

directors of the Company to the fullest extent permitted by law. The right to
and amount of indemnification will ultimately be subject to determination by a
court that indemnification in the circumstances presented is consistent with
public policy and other provisions of law. It is likely, however, that Article
VII of the Company's Second Restated Articles of Incorporation and Article V of
the Company's Restated Bylaws would require indemnification at least to the
extent that indemnification is authorized by the Oregon Business Corporation
Act. The effect of the indemnification provisions contained in Article VII of
the Company's Second Restated Articles of Incorporation, Article V of the
Company's Restated Bylaws and the Oregon Business Corporation Act (the
"Indemnification Provisions") is summarized as follows:

               (a) The Indemnification Provisions grant a right of
      indemnification in respect of any action, suit or proceeding (other than
      an action by or in the right of the Company) against expenses (including
      attorney fees), judgments, fines and amounts paid in settlement actually
      and reasonably incurred, if the person concerned acted in good faith and
      in a manner the person reasonably believed to be in or not opposed to the
      best interests of the Company, was not adjudged liable on the basis of
      receipt of an improper personal benefit and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe the conduct was
      unlawful. The termination of an action, suit or proceeding by judgment,
      order, settlement, conviction or plea of nolo contendere does not, of
      itself, create a presumption that the person did not meet the required
      standards of conduct.

               (b) The Indemnification Provisions grant a right of
      indemnification in respect of any action or suit by or in the right of the
      Company against the expenses (including attorney fees) actually and
      reasonably incurred if the person concerned acted in good faith and in a
      manner the person reasonably believed to be in or not opposed to the best
      interests of the Company, except that no right of indemnification will be
      granted if the person is adjudged to be liable to the Company.

               (c) Every person who has been wholly successful on the merits of
      a controversy described in (a) or (b) above is entitled to indemnification
      as a matter of right.

               (d) The Company may not indemnify a director unless it is
      determined by (1) a majority of a quorum of disinterested directors or a
      committee of disinterested directors, (2) independent legal counsel or (3)
      the shareholders that indemnification is proper because the applicable
      standard of conduct has been met. Indemnification can also be ordered by a
      court if the court determines that indemnification is fair in view of all
      of the relevant circumstances.

<PAGE>

               (e) The Company will advance to a director the expenses incurred
       in defending any action, suit or proceeding in advance of its final
       disposition if the director affirms in good faith that he or she has met
       the standard of conduct to be entitled to indemnification as described in
       (a) or (b) above and undertakes to repay any amount advanced if it is
       determined that the person did not meet the required standard of conduct.

      Under the Oregon Business Corporation Act, an officer of the Company is
entitled to mandatory indemnification to the same extent as a director of the
Company if he or she was wholly successful on the merits of a controversy
described in (a) or (b) above.

      The Company has obtained insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The Company has also entered into indemnification agreements with
certain of the Company's directors. The indemnification agreements in part
incorporate the indemnification provisions of the Oregon Business Corporation
Act as described above. The indemnification provisions also alter or clarify the
statutory indemnity in certain respects. The most significant effects of the
indemnification agreements are to add indemnification for settlements of
derivative lawsuits and for proceedings involving a breach of fiduciary duty,
subject to specified exceptions. The indemnification agreements also set forth
certain procedures that apply in the event of a claim for indemnification or
advancement of expenses.

      The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or otherwise.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8.  EXHIBITS.

       4.1  Second Restated Articles of Incorporation of the Company and
amendments thereto (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-95892) and by
reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).

       4.2  Amendment to Second Restated Articles of Incorporation of the
Company.

       4.3  Restated Bylaws of the Company.

<PAGE>

       5.1  Opinion of Stoel Rives LLP.

      23.1 Consent of PricewaterhouseCoopers LLP.

      23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

      24.1 Powers of Attorney.

Item 9.  UNDERTAKINGS.

               (a) The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:

                         (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933.

                         (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of the securities offered would not
                    exceed that which was registered) and any deviation from the
                    low or high end of the estimated maximum offering range may
                    be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    change in the maximum aggregate offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement.

                         (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are

<PAGE>

          incorporated by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
               the Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.
                    (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
         the Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hillsboro, State of Oregon, on June 9, 2000.

                                   RADISYS CORPORATION



                                   By STEPHEN F. LOUGHLIN
                                      ----------------------------------------
                                      Stephen F. Loughlin,
                                      Vice President of Finance and
                                      Administration and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 9, 2000.

       Signature                                    Title
       ---------                                    -----



GLENFORD J. MYERS*                           Chairman of the Board,
------------------                           and Chief Executive Officer
President,                                   (Principal Executive Officer)
Glenford J. Myers



STEPHEN F. LOUGHLIN                          Vice President of Finance and
-------------------                          Administration and Chief Financial
Stephen F. Loughlin                          Officer (Principal Financial and
                                             Accounting Officer)



JAMES F. DALTON*                             Director
----------------
James F. Dalton

<PAGE>

RICHARD J. FAUBERT*                          Director
-------------------
Richard J. Faubert



C. SCOTT GIBSON*                             Director
----------------
C. Scott Gibson



JEAN-PIERRE D. PATKAY*                       Director
----------------------
Jean-Pierre D. Patkay



------------------------                     Director
Jean-Claude Peterschmitt



------------------------                     Director
Carl Neun



            *By   STEPHEN F. LOUGHLIN
                  -------------------
                  Stephen F. Loughlin,
                  Attorney-in-Fact

<PAGE>



<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


Exhibit
Number   Document Description
------   --------------------

<S>      <C>
4.1      Second Restated Articles of Incorporation of the Company and amendments
         thereto (incorporated by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-1 (Registration No. 33- 95892) and by
         reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q
         for the quarter ended June 30, 1997).

4.2      Amendment to Second Restated Articles of Incorporation of the Company.

4.3      Restated Bylaws of the Company.

5.1      Opinion of Stoel Rives LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1     Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18923}]
{"company-data": {"conformed-name": "RADISYS CORP", "cik": "0000873044", "assigned-sic": "7373", "irs-number": "930945232", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38966", "film-number": "652460"}, "business-address": {"street1": "5445 NE DAWSON CREEK DR", "city": "HILLSBORO", "state": "OR", "zip": "97124", "phone": "5036461800"}}
As filed with the Securities and Exchange Commission on June 9, 2000
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                               RADISYS CORPORATION
             (Exact name of registrant as specified in its charter)

                                   ----------

                     OREGON                          93-0945232
         (State or other jurisdiction                (IRS Employer
         of incorporation or organization)           Identification No.)

                  5445 NE Dawson Creek Drive
                      Hillsboro, Oregon        97124
                    (Address of Principal    (Zip Code)
                      Executive Offices)

                                   ----------

                               RadiSys Corporation
                      1995 Stock Incentive Plan, as amended
                              (Full title of plan)

                               -------------------
                                Glenford J. Myers
                      President and Chief Executive Officer
                               RadiSys Corporation
                           5445 NE Dawson Creek Drive
                               Hillsboro, OR 97124
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 615-1100

                                    Copy to:

                                 Todd A. Bauman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE

                                             Proposed      Proposed
                                             Maximum       Maximum
                        Amount               Offering      Aggregate       Amount of
Title of Securities     to Be                Price Per     Offering        Registration
to Be Registered        Registered           Share(1)      Price(1)        Fee
-------------------     ----------           ---------     ---------       ------------
Common Stock            1,300,000 Shares     $47.3125      $61,506,250     $16,237.65
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The calculation of the
registration fee is based on $47.3125, which was the average of the high and low
prices of the Common Stock on June 2, 2000 as reported in THE WALL STREET
JOURNAL for Nasdaq National Market issues.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents filed by RadiSys Corporation (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

               (a) The Company's latest annual report filed pursuant to Section
      13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
      prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933
      that contains audited financial statements for the Company's latest fiscal
      year for which such statements have been filed.

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934 since the end of the fiscal year
      covered by the annual report or prospectus referred to in (a) above.

               (c) The description of the authorized capital stock of the
      Company contained in the Company's registration statement filed under
      Section 12 of the Securities Exchange Act of 1934, including any amendment
      or report filed for the purpose of updating the description.

      All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4.   DESCRIPTION OF SECURITIES.

      Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article VII of the Company's Second Restated Articles of Incorporation and
Article V of the Company's Restated Bylaws require indemnification of current or
former
directors of the Company to the fullest extent permitted by law. The right to
and amount of indemnification will ultimately be subject to determination by a
court that indemnification in the circumstances presented is consistent with
public policy and other provisions of law. It is likely, however, that Article
VII of the Company's Second Restated Articles of Incorporation and Article V of
the Company's Restated Bylaws would require indemnification at least to the
extent that indemnification is authorized by the Oregon Business Corporation
Act. The effect of the indemnification provisions contained in Article VII of
the Company's Second Restated Articles of Incorporation, Article V of the
Company's Restated Bylaws and the Oregon Business Corporation Act (the
"Indemnification Provisions") is summarized as follows:

               (a) The Indemnification Provisions grant a right of
      indemnification in respect of any action, suit or proceeding (other than
      an action by or in the right of the Company) against expenses (including
      attorney fees), judgments, fines and amounts paid in settlement actually
      and reasonably incurred, if the person concerned acted in good faith and
      in a manner the person reasonably believed to be in or not opposed to the
      best interests of the Company, was not adjudged liable on the basis of
      receipt of an improper personal benefit and, with respect to any criminal
      action or proceeding, had no reasonable cause to believe the conduct was
      unlawful. The termination of an action, suit or proceeding by judgment,
      order, settlement, conviction or plea of nolo contendere does not, of
      itself, create a presumption that the person did not meet the required
      standards of conduct.

               (b) The Indemnification Provisions grant a right of
      indemnification in respect of any action or suit by or in the right of the
      Company against the expenses (including attorney fees) actually and
      reasonably incurred if the person concerned acted in good faith and in a
      manner the person reasonably believed to be in or not opposed to the best
      interests of the Company, except that no right of indemnification will be
      granted if the person is adjudged to be liable to the Company.

               (c) Every person who has been wholly successful on the merits of
      a controversy described in (a) or (b) above is entitled to indemnification
      as a matter of right.

               (d) The Company may not indemnify a director unless it is
      determined by (1) a majority of a quorum of disinterested directors or a
      committee of disinterested directors, (2) independent legal counsel or (3)
      the shareholders that indemnification is proper because the applicable
      standard of conduct has been met. Indemnification can also be ordered by a
      court if the court determines that indemnification is fair in view of all
      of the relevant circumstances.
(e) The Company will advance to a director the expenses incurred
       in defending any action, suit or proceeding in advance of its final
       disposition if the director affirms in good faith that he or she has met
       the standard of conduct to be entitled to indemnification as described in
       (a) or (b) above and undertakes to repay any amount advanced if it is
       determined that the person did not meet the required standard of conduct.

      Under the Oregon Business Corporation Act, an officer of the Company is
entitled to mandatory indemnification to the same extent as a director of the
Company if he or she was wholly successful on the merits of a controversy
described in (a) or (b) above.

      The Company has obtained insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The Company has also entered into indemnification agreements with
certain of the Company's directors. The indemnification agreements in part
incorporate the indemnification provisions of the Oregon Business Corporation
Act as described above. The indemnification provisions also alter or clarify the
statutory indemnity in certain respects. The most significant effects of the
indemnification agreements are to add indemnification for settlements of
derivative lawsuits and for proceedings involving a breach of fiduciary duty,
subject to specified exceptions. The indemnification agreements also set forth
certain procedures that apply in the event of a claim for indemnification or
advancement of expenses.

      The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or otherwise.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

Item 8.  EXHIBITS.

       4.1  Second Restated Articles of Incorporation of the Company and
amendments thereto (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 33-95892) and by
reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).

       4.2  Amendment to Second Restated Articles of Incorporation of the
Company.

       4.3  Restated Bylaws of the Company.
5.1  Opinion of Stoel Rives LLP.

      23.1 Consent of PricewaterhouseCoopers LLP.

      23.2 Consent of Stoel Rives LLP (included in Exhibit 5.1).

      24.1 Powers of Attorney.

Item 9.  UNDERTAKINGS.

               (a) The undersigned registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales are
               being made, a post-effective amendment to this registration
               statement:

                         (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933.

                         (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the registration
                    statement (or the most recent post-effective amendment
                    thereof) which, individually or in the aggregate, represent
                    a fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of the securities offered would not
                    exceed that which was registered) and any deviation from the
                    low or high end of the estimated maximum offering range may
                    be reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    change in the maximum aggregate offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement.

                         (iii) To include any material information with respect
                    to the plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement.

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the information required to be included in a post-effective
          amendment by those paragraphs is contained in periodic reports filed
          by the registrant pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                    (2) That, for the purpose of determining any liability under
               the Securities Act of 1933, each such post-effective amendment
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.
                    (3) To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 that is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
         the Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hillsboro, State of Oregon, on June 9, 2000.

                                   RADISYS CORPORATION

                                   By STEPHEN F. LOUGHLIN
                                      ----------------------------------------
                                      Stephen F. Loughlin,
                                      Vice President of Finance and
                                      Administration and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 9, 2000.

       Signature                                    Title
       ---------                                    -----

GLENFORD J. MYERS*                           Chairman of the Board,
------------------                           and Chief Executive Officer
President,                                   (Principal Executive Officer)
Glenford J. Myers

STEPHEN F. LOUGHLIN                          Vice President of Finance and
-------------------                          Administration and Chief Financial
Stephen F. Loughlin                          Officer (Principal Financial and
                                             Accounting Officer)

JAMES F. DALTON*                             Director
----------------
James F. Dalton
RICHARD J. FAUBERT*                          Director
-------------------
Richard J. Faubert

C. SCOTT GIBSON*                             Director
----------------
C. Scott Gibson

JEAN-PIERRE D. PATKAY*                       Director
----------------------
Jean-Pierre D. Patkay

------------------------                     Director
Jean-Claude Peterschmitt

------------------------                     Director
Carl Neun

            *By   STEPHEN F. LOUGHLIN
                  -------------------
                  Stephen F. Loughlin,
                  Attorney-in-Fact
EXHIBIT INDEX

Exhibit
Number   Document Description
------   --------------------
4.1      Second Restated Articles of Incorporation of the Company and amendments
         thereto (incorporated by reference to Exhibit 3.1 to the Company's
         Registration Statement on Form S-1 (Registration No. 33- 95892) and by
         reference to Exhibit 3 to the Company's Quarterly Report on Form 10-Q
         for the quarter ended June 30, 1997).

4.2      Amendment to Second Restated Articles of Incorporation of the Company.

4.3      Restated Bylaws of the Company.

5.1      Opinion of Stoel Rives LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1     Powers of Attorney.