<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
                  1996 Employee Stock Purchase 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
<TABLE>
<CAPTION>
                                                   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                 500,000 Shares        $47.3125           $23,656,250        $6,245.25
</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), Exhibit 3 to the Company's Quarterly Report on Form 10-Q
            for the quarter ended June 30, 1997, and Exhibit 4.2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            333-38966)).

<PAGE>

      4.2   Restated Bylaws of the Company (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-8
            (Registration No. 333-38966)).

      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

<PAGE>

      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.

<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.

<TABLE>
<CAPTION>

              Signature                             Title
              ---------                             -----
<S>                                               <C>
GLENFORD J. MYERS*                                Chairman of the Board, President,
------------------                                and Chief Executive Officer
Glenford J. Myers                                 (Principal Executive Officer)


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


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


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

</TABLE>

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

<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

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), Exhibit 3 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1997, and Exhibit 4.2 to
               the Company's Registration Statement on Form S-8 (Registration
               No. 333-38966)).

4.2            Restated Bylaws of the Company (incorporated by reference to
               Exhibit 4.3 to the Company's Registration Statement on Form S-8
               (Registration No. 333-38966)).

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": 19491}]
{"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": "333-38988", "film-number": "652653"}, "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
                  1996 Employee Stock Purchase 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                 500,000 Shares        $47.3125           $23,656,250        $6,245.25
(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), Exhibit 3 to the Company's Quarterly Report on Form 10-Q
            for the quarter ended June 30, 1997, and Exhibit 4.2 to the
            Company's Registration Statement on Form S-8 (Registration No.
            333-38966)).
4.2   Restated Bylaws of the Company (incorporated by reference to
            Exhibit 4.3 to the Company's Registration Statement on Form S-8
            (Registration No. 333-38966)).

      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, President,
------------------                                and Chief Executive Officer
Glenford J. Myers                                 (Principal Executive Officer)

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

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

----------------------
Carl Neun                                         Director
*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), Exhibit 3 to the Company's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1997, and Exhibit 4.2 to
               the Company's Registration Statement on Form S-8 (Registration
               No. 333-38966)).

4.2            Restated Bylaws of the Company (incorporated by reference to
               Exhibit 4.3 to the Company's Registration Statement on Form S-8
               (Registration No. 333-38966)).

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.