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Issuer	RadiSys Corporation.

Securities	$18,000,000 in aggregate principal amount of 4.50% Convertible Senior Notes due 2015.

Maturity Date	February 15, 2015, unless earlier repurchased or converted.

Interest Payment Dates	February 15 and August 15 of each year, beginning on August 15, 2012.

Interest	4.50% per annum payable semiannually, in arrears. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Ranking	The notes are our general unsecured obligations and:

•	rank equal in right of payment to all of our existing and future senior indebtedness;

•	rank senior in right of payment to all of our future subordinated indebtedness;

•	are effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our subsidiaries; and

•	are effectively subordinated in right of payment to all of our future secured obligations to the extent of the collateral securing such obligations.

Conversion Rights	Holders may convert their notes at their option on any day to and including the business day immediately preceding the maturity date into shares of our common stock at the conversion rate, subject to adjustment in certain circumstances.

Conversion Rate	The initial conversion rate of the notes is 117.2333 shares of common stock per $1,000 principal amount of indebtedness represented by the notes, subject to adjustment as described under “Description of the Notes—Conversion Rate Adjustments—Adjustment Events.” The initial conversion rate is equivalent to a conversion price of approximately $8.53 per share. In addition, if certain

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upon a Fundamental Change	A holder may require us to repurchase some or all of its notes for cash upon the occurrence of a fundamental change at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, in each case to, but not including, the repurchase date. See “Description of the Notes—Repurchase of Notes at the Option of Holders upon a Fundamental Change.”

Changes

If certain corporate transactions that constitute a fundamental change occur, we may be required in certain circumstances to increase the conversion rate for any notes converted in connection with any such fundamental change by a specified number of shares of our common stock. A description of how the conversion rate will be increased and a table showing the conversion rate that would apply at various stock prices and fundamental change adjustment dates are set forth under “Description of the Notes—Conversion of Notes—Increase of Conversion Rate upon Certain Fundamental Changes.”

Sinking Fund	None.

Use of Proceeds	We will not receive any of the proceeds from the sale by the selling securityholders of the notes or the common stock into which the notes may be converted.

Trustee and Paying Agent	The Bank of New York Mellon Trust Company, N.A.

DTC Eligibility

The notes were issued in book-entry form and are represented by permanent global certificates deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC. Beneficial interests in any of the notes is shown on, and transfers will be effected only through, records maintained by DTC or its nominee, and any such interest may not be exchanged for certificated securities, except in limited circumstances. See “Description of the Notes—Book-Entry Delivery and Form.”

Listing and Trading	The notes will not be listed on any securities exchange. Our common stock is listed on The Nasdaq Global Select Market under the symbol “RSYS.”

Governing Law	The indenture and the notes provide that they will be governed by, and construed in accordance with, the laws of the State of New York.

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Tax Considerations

You should consult your tax advisor with respect to the U.S. federal income tax consequences of owning the notes and the common stock into which the notes may be converted in light of your own particular situation and with respect to any tax consequences arising under the laws of any state, local, foreign or other taxing jurisdiction. See “Material United States Federal Income Tax Considerations.”

Risk Factors	You should carefully consider all of the information set forth in or incorporated by reference into this prospectus and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our securities.

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•	changes in the overall market for debt securities;

•	changes in our financial performance or prospects;

•	the prospects for companies in our industry generally;

•	the number of holders of the notes;

•	the interest of securities dealers in making a market for the notes; and

•	prevailing interest rates.

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•	expectations and goals for revenues, gross profits, research and development expenses, selling, general and administrative expenses and profits;

•	the impact of our restructuring events on future operating results;

•	our projected liquidity;

•	future operations and market conditions;

•	industry trends or conditions and the business environment;

•	future levels of inventory and backlog and new product introductions;

•	expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the acquisition of Continuous Computing;

•	financial performance, revenue growth, management changes or other attributes of Radisys following the acquisition; and

•	other statements that are not historical facts.

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•	mature on February 15, 2015, unless earlier converted by holders or repurchased by us at the option of holders in connection with a fundamental change;

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•	bear interest at a rate of 4.50% per annum on the outstanding principal amount, payable semi-annually, in arrears, on each February 15 and August 15, beginning on August 15, 2012, to the holders of record at the close of business on the preceding February 1 and August 1, respectively;

•

are our general unsecured obligations, ranking equal in right of payment to any of our existing and future senior indebtedness, senior in right of payment to all of our future subordinated indebtedness, effectively subordinate in right of payment to all of the existing and future indebtedness and other liabilities of our subsidiaries and effectively subordinate to any of our future secured indebtedness to the extent of the assets securing such debt;

•

are subject to repurchase by us, in whole or in part, for cash at the option of holders upon the occurrence of a “fundamental change” (as defined under “– Repurchase of Notes at the Option of Holders upon a Fundamental Change”), at a price equal to 100% of the principal amount of the notes being repurchased, plus accrued and unpaid interest, if any, to, but not including, the repurchase date as described under “– Repurchase of Notes at the Option of Holders upon a Fundamental Change;” and

•	are represented by one or more registered securities in global form as described under “– Book-Entry Delivery and Form.”

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•	if the stock price is between two stock prices on the table or the adjustment date is between two adjustment dates on the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the earlier and later adjustment dates based on a 365-day year, as applicable;

•	if the stock price is in excess of $10.00 per share (subject to adjustment in the same manner as the stock price), no additional shares will be issued upon conversion; and

•	if the stock price is less than $4.50 per share (subject to adjustment in the same manner as the stock price), no additional shares beyond those set forth in the table will be issued upon conversion.

•	if the conversion date occurs prior to the date of effectiveness of such make-whole fundamental change, settlement of such additional shares shall occur no later than the third trading day immediately following such date of effectiveness; and

•	if the conversion date occurs on or following the date of effectiveness of such make-whole fundamental change, settlement of such additional shares shall occur no later than the third trading day immediately following such conversion date.

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(1)	upon the issuance of shares of our common stock as a dividend or distribution on our common stock;

(2)	upon certain subdivisions, combinations or reclassifications of our outstanding common stock;

(3)

upon the issuance to all holders of our common stock of rights or warrants entitling them for a period of not more than 45 days from the issuance date thereof to subscribe for or purchase our common stock, or securities convertible into our common stock, at a price per share less than the average of the closing prices of our common stock over the five consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance; provided that the conversion rate for the notes will be readjusted to the extent that the rights or warrants are not exercised prior to their expiration;

(4)	upon the distribution to all holders of our common stock of shares of our capital stock, evidences of indebtedness or other non-cash assets (including shares of capital stock or similar equity interests in or relating to a subsidiary or other business unit), or rights or warrants, excluding:

•	dividends, distributions and rights or warrants referred to in clause (1) or (3) above or a distribution referred to in clause (6) below, in each case pursuant to which an adjustment is made; and

•	distribution of rights pursuant to a shareholder rights plan;

(5)

upon the occurrence of any dividend or any other distribution of cash (other than in connection with our liquidation, dissolution or winding up or as contemplated by clause (6) below) to all holders of our common stock, in which case, immediately prior to the opening of business on the “ex” date (as defined below) for the dividend or distribution, the conversion rate shall be increased so that it equals an amount equal to the conversion rate in effect at the close of business on the business day immediately preceding the “ex” date for the dividend or distribution multiplied by a fraction:

(a)	whose numerator is the average of the closing price of our common stock for the five consecutive trading days ending on the date immediately preceding the “ex” date for such dividend or distribution; and

(b)	whose denominator is the same average of the closing price of our common stock less the per share amount of such dividend or distribution;

(6)

upon the distribution of cash or other consideration by us or any of our subsidiaries in respect of a tender offer or exchange offer for our common stock, where such cash and the value of any such other consideration per share of our common stock validly tendered or exchanged exceeds the “current market price” (as defined in the indenture) per share of our common stock on the 10th trading day immediately following the last date (the “expiration date”) on which tenders or exchanges may be made pursuant to the tender or exchange offer, in which case, immediately prior to the opening of business on the “ex” date, the conversion rate shall be increased so that it equals an amount equal to the conversion rate in effect immediately before the close of business on the expiration date, multiplied by a fraction:

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(i)	the aggregate amount of cash and the aggregate value of any such other consideration distributed in connection with the tender or exchange offer; and

(ii)

the product of (A) such “current market price” per share of our common stock and (B) the number of shares of our common stock outstanding as of the last time (the “expiration time”) tenders or exchanges could have been made pursuant to the tender or exchange offer (excluding shares validly tendered and not withdrawn in connection with the tender or exchange offer and any shares held in our treasury); and

(i)	such “current market price” per share of our common stock; and

(ii)	the number of shares of our common stock outstanding as of the expiration time (including shares validly tendered and not withdrawn in connection with the offer, but excluding any shares held in our treasury).

•	when used with respect to any dividend or distribution, the first date on which the common stock trades, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained without the right to receive such dividend or distribution; and

•	when used with respect to any tender offer or exchange offer, the first date on which the common stock trades, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained after the expiration time.

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•	upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our common stock under any plan;

•	upon the issuance of any shares of our common stock or options or rights to purchase shares of our common stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by us or any of our subsidiaries; or

•	upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the time the notes were first issued.

•	any reclassification of our common stock (other than a change only in par value, or from par value to no par value or from no par value to par value, or a change as a result of a subdivision or combination of our common stock);

•	a consolidation, merger or combination involving us; or

•	a sale or conveyance to another person of the property and assets of us as an entirety or substantially as an entirety;

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•	the events causing such fundamental change;

•	the date of such fundamental change;

•	the last date on which a holder may exercise the repurchase right;

•	the repurchase price;

•	the repurchase date;

•	the names and addresses of the paying and conversion agents;

•	the conversion rate, and any increase to the conversion rate that resulted from the fundamental change;

•	that notes with respect to which a repurchase notice is given by the holder may be converted, only if the repurchase notice has been withdrawn in accordance with the terms of the indenture; and

•	the procedures that holders must follow to exercise the right.

•	the certificate numbers of the notes to be delivered by the holder, if applicable;

•	the portion of the principal amount of notes to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and

•	that such notes are being tendered for repurchase pursuant to the fundamental change provisions of the indenture.

•	the certificate numbers of the notes being withdrawn, if applicable;

•	the principal amount of notes being withdrawn, which must be $1,000 or an integral multiple of $1,000; and

•	the principal amount, if any, of the notes that remain subject to the repurchase notice.

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•	comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that may then be applicable; and

•	otherwise comply with all federal and state securities laws in connection with any offer by us to repurchase the notes upon a fundamental change.

(1)

a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act becomes the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of our common stock representing more than 50% of the voting power of our common stock entitled to vote generally in the election of directors and (i) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (ii) we otherwise become aware of any such person or group;

(2)	the common stock into which the notes are then convertible ceases to be listed for trading on the New York Stock Exchange, the Nasdaq Global Select Market or another national securities exchange and is not then quoted on an established automated over-the-counter trading market in the United States;

(3)	the first day on which a majority of the members of our board of directors does not consist of continuing directors;

(4)	a consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition in a single transaction or a series of transactions of all or substantially all of our properties and assets other than:

•	any transaction:

(i)	that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of our capital stock; and

(ii)

pursuant to which holders of our capital stock immediately prior to the transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of capital stock entitled to vote generally in elections of directors of the continuing or surviving or successor person immediately after giving effect to such transaction in substantially the same proportion as their entitlement to exercise, directly or indirectly, voting power of shares of our capital stock entitled to vote generally in elections of our directors immediately prior to such transaction; or

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•	any transaction that is effected solely for the purpose of changing our jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of common stock, if at all, solely into shares of our common stock of the surviving entity or a direct or indirect parent of the surviving corporation;

(5)	our shareholders approve any plan or proposal for our liquidation or dissolution; or

(6)	the closing of a convertible offering by us, whether registered in compliance with the registration requirements of the Securities Act and any other applicable securities laws of any state or other jurisdiction (domestic or foreign) or exempt from the foregoing, of a series of debt securities convertible into our common stock that closes on or before February 15, 2013.

•	“board of directors” means the board of directors or other governing body charged with the ultimate management of any person;

•

“continuing director” means a director who either was a member of our board of directors on the date of the final prospectus relating to this offering or who becomes a member of our board of directors subsequent to that date and whose election, appointment or nomination for election by our shareholders is duly approved by a majority of the continuing directors on our board of directors at the time of such approval, either by a specific vote or by approval of the proxy statement issued by us on behalf of our entire board of directors in which such individual is named as a nominee for director; and

•	“person” includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.

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•	we are the surviving person or the resulting, surviving or transferee person, if other than us, is a corporation, organized and validly existing under the laws of the United States, any state of the United States, or the District of Columbia and assumes our obligations on the notes and under the indenture;

•	immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing;

•	if as a result of such transaction the notes become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally guarantees all obligations of us or such successor under the notes and the indenture; and

•	the other conditions described in the indenture are met.

(1)	default in the payment of any interest on any of the notes, when the interest becomes due and payable, and continuance of such default for a period of 30 days;

(2)	default in the payment of the principal of or any premium on any of the notes, when the principal or premium becomes due and payable upon exercise of a repurchase right or at their maturity;

(3)	our failure to deliver all shares of common stock or reference property, as applicable, when the same is required to be delivered upon conversion of a note;

(4)	default in our obligation to provide notice of the occurrence of a fundamental change when required by the indenture;

(5)

default in the performance, or breach, of any covenant or warranty in the indenture or the notes, and continuance of the default or breach for a period of 60 days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the notes then outstanding, a written notice specifying the default or breach and requiring it to be remedied;

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(6)

(i) our failure or the failure by one of our majority-owned subsidiaries to make any payment by the end of any applicable grace period after maturity of principal and/or accrued interest with respect to any of our obligations (other than nonrecourse obligations) for borrowed money or evidenced by bonds, notes or similar instruments (“indebtedness”), where the amount of such unpaid and due principal and/or accrued interest is in an aggregate amount in excess of $10 million, or (ii) the acceleration of principal and/or accrued interest with respect to indebtedness, where the amount of such accelerated principal and/or interest is in an amount in excess of $10 million because of a default with respect to such indebtedness;

(7)	any judgment or judgments for the payment of money in an aggregate amount in excess of $10 million (or its foreign currency equivalent at the time) that shall be rendered against us or any of our majority-owned subsidiaries and that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; or

(8)	certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries, within the meaning of Rule 1-02(w) of Regulation S-X.

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•	the holder has previously given the trustee written notice of a continuing event of default;

•	the holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and have offered indemnity reasonably satisfactory to the trustee to institute such proceeding as trustee; and

•	the trustee has failed to institute such proceeding within 60 days after such notice, request and offer, and has not received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.

•	our failure to pay principal of or any interest, if any, on any note when due or the payment of any repurchase price;

•	our failure to convert any note into shares of our common stock or reference property, all in accordance with the terms of the indenture; and

•	our failure to comply with any of the provisions of the indenture that cannot be modified without the consent of the holder of each outstanding note.

(1)	change the stated maturity of the principal of or the payment date of any installment of interest on or with respect to the notes;

(2)	reduce the principal amount, repurchase price or the conversion rate (except in a manner provided for in the indenture) of any note or the rate of interest on any note;

(3)	reduce the amount of principal payable upon acceleration of the maturity of any note;

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(4)	change the currency in which the principal, repurchase price or interest with respect to the notes is payable;

(5)	impair the right to institute suit for the enforcement of any payment on, or with respect to, any note;

(6)	modify the provisions with respect to the repurchase rights of the holders described under “– Repurchase of Notes at the Option of Holders upon a Fundamental Change” in a manner adverse to holders;

(7)	adversely affect the right of holders to convert notes in any material respect, other than as provided in the indenture;

(8)	cause the notes to be subordinated to other debt;

(9)	reduce the percentage in principal amount of the outstanding notes, the consent of whose holders is required in order to take specific actions including, but not limited to, the waiver of past defaults or the modification or amendment of the indenture; or

(10)	alter the manner of calculation or rate of accrual of interest, repurchase price or the conversion rate (except in a manner provided for in the indenture) on any note or extend the time for payment of any such amount.

(1)	evidence the succession of another person to us, and the assumption by any such successor of the our covenants contained in the indenture and in the notes;

(2)	add to our covenants for the benefit of the holders of the notes or to surrender any right or power herein conferred upon us;

(3)	add a guarantor;

(4)	evidence and provide for the acceptance of appointment under the indenture by a successor trustee with respect to the notes and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee;

(5)	cure any ambiguity or to correct or supplement any provision in the indenture which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the indenture which shall not adversely affect the interests of the holders of the notes in any material respect;

(6)	add any additional events of default with respect to any of the notes;

(7)	supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any of the notes thereunder, provided that any such action shall not adversely affect the interests of any holder of the notes in any material respect;

(8)	make provisions with respect to conversion or exchange rights of holders of the notes then outstanding, provided that any such action shall not adversely affect the interests of any holder of the notes in any material respect; or

(9)	maintain the qualification of the indenture under the Trust Indenture Act.

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•	a limited purpose trust company organized under the laws of the State of New York;

•	a member of the Federal Reserve System;

•	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

•	a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

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•	the holders of a majority of the outstanding voting shares, excluding the acquired shares and shares held by the corporation’s officers and inside directors.

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•	the 15% shareholder, as a result of the transaction in which the person became a 15% shareholder, owns at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced (excluding shares owned by directors who are also officers, and certain employee benefit plans),

•	the board of directors approves the share acquisition or business combination before the shareholder acquired 15% or more of the corporation’s outstanding voting stock, or

•	the board of directors and the holders of at least 66 2/3% of the outstanding voting stock of the corporation, excluding shares owned by the 15% shareholder, approve the transaction on or after the date the shareholder acquires 15% or more of the corporation’s voting stock.

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•	tax consequences to holders who may be subject to special tax treatment, including dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market method of accounting for their securities;

•	tax consequences to persons holding notes or shares of our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

•	tax consequences to U.S. Holders (as defined below) of notes or shares of our common stock whose “functional currency” is not the U.S. dollar;

•	tax consequences to investors in pass-through entities;

•	tax consequences to certain former citizens or residents of the U.S.;

•	alternative minimum tax consequences, if any;

•	any state, local or foreign tax consequences; and

•	any estate or gift tax consequences, except as set forth below with respect to Non-U.S. Holders.

•	an individual citizen or resident of the United States;

•	a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) formed under the laws of the United States or any state thereof (including the District of Columbia);

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; and

•	a trust, if it (i) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

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•	the Non-U.S. Holder does not actually or constructively own 10% or more of the total voting power of all of our voting stock;

•	the Non-U.S. Holder is not a “controlled foreign corporation” with respect to which we are directly or indirectly a “related person” within the meaning of the applicable provisions of the Code;

•	the Non-U.S. Holder is not a bank receiving interest as described in Section 881(c)(3)(A) of the Code; and

•	the Non-U.S. Holder satisfies certain certification requirements, described generally below.

•	the Non-U.S. holder provides its name, address and U.S. taxpayer identification number, if any, and certifies, under penalty of perjury, that it is not a U.S. person (which certification may be made on IRS Form W-8BEN), or

•	the Non-U.S. Holder holds the notes through certain foreign intermediaries or certain foreign partnerships, and the Non-U.S. Holder and the foreign intermediary or foreign partnership satisfies the certification requirements of the applicable Treasury Regulations.

•	IRS Form W-8BEN (or other applicable form) claiming an exemption from withholding tax or a reduction in withholding tax under a tax treaty; or

•	IRS Form W-8ECI (or other applicable form) stating that interest and principal is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder’s trade or business in the U.S. and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment maintained by the Non-U.S. Holder.

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•

the gain is effectively connected with a U.S. trade or business carried on by the Non-U.S. Holder (and, where an income tax treaty applies, is attributable to a U.S. permanent establishment of the Non-U.S. Holder), in which case the Non-U.S. Holder will be subject to tax on the net gain from the sale at regular graduated federal income tax rates in the same manner is if the Non-U.S. Holder were a U.S. Holder and, if the Non-U.S. Holder is a corporation, may be subject to branch profits tax;

•

subject to certain exceptions, the Non-U.S. Holder is an individual who does not hold our common stock in connection with a U.S. trade or business and that holds the note or common stock as a capital asset and is not present in the United States for 183 days or more in the taxable year of the disposition, otherwise, in which case, the Non-U.S. Holder will be subject to a 30% tax (or lower applicable treaty rate) on the gain from the sale, which may be offset by U.S. source capital losses; or

•

we are a “United States real property holding corporation” within the meaning of Section 897 of the Code during the shorter of the Non-U.S. Holder’s holding period or the 5-year period ending on the date of disposition of the notes or common stock, as the case may be; provided, that as long as our common stock is regularly traded on an established securities market, only Non-U.S. Holders that have held more than 5% of our common stock or notes worth more than 5% of the aggregate value of our common stock at any time during such 5-year or shorter period would be subject to taxation under this rule. We do not believe that we are currently a U.S. real property holding corporation within the meaning of Section 897 of the Code or that we will become one in the future.

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•	block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•	purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

•	an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

•	ordinary brokerage transactions and transactions in which the broker solicits purchases;

•	privately negotiated transactions;

•	short sales;

•	through the writing of options on the securities, whether or not the options are listed on an options exchange;

•	through the distribution of the securities by any selling securityholder to its partners, members or stockholders;

•	one or more underwritten offerings on a firm commitment or best efforts basis; and

•	any combination of any of these methods of sale.

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•	The Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 1, 2012;

•	Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2011, filed with the SEC on April 27, 2012;

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•	Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2012, June 30, 2012 and September 30, 2012 filed with the SEC on May 4, 2012, August 3, 2012 and November 2, 2012, respectively; and

•	Current Reports on Form 8-K filed with the SEC on September 15, 2011, February 13, 2012, April 13, 2012, April 24, 2012, May 14, 2012, May 18, 2012, June 26, 2012, June 28, 2012, July 2, 2012, September 10, 2012, October 2, 2012 and October 30, 2012.