SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) September 24, 1998
------------------------------
INTEGRATED SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 0-18268 94-2658153
- ---------------------------- ----------- ----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3260 Jay Street
Santa Clara, California 95054-3309
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 980-1500
-----------------------------
<PAGE>
Item 5: Other Events
Adoption of Stockholder Rights Plan.
On September 24, 1998, the Board of Directors of Integrated
Systems, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, no par
value (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 15, 1998 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) or (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one two-hundredth of a share
of Series A Junior Participating Preferred Stock, no par value (the "Preferred
Shares"), of the Company, at a price of $55.00, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services, as
Rights Agent. A summary of the Rights and Rights Agreement is included as
Exhibit C to the Rights Agreement, which is included as Exhibit 4.1 hereto.
<PAGE>
Item 7: Financial Statements and Exhibits.
(c) Exhibits
--------
4.1 Rights Agreement dated September 30, 1998,
between the Company and ChaseMellon
Shareholder Services, as Rights Agent, which
includes as Exhibit A the form of
Certificate of Determination of Preferences
of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's
Registration Statement on Form 8-A filed
with the Securities and Exchange Commission
on October 6, 1998.)
99.1 Press release of the Company dated September
30, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 6, 1998
INTEGRATED SYSTEMS, INC.
By: /s/ Joseph Addiego
--------------------------------
Joseph Addiego
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
4.1 Rights Agreement dated September 30, 1998, between the Company
and ChaseMellon Shareholder Services, as Rights Agent, which
includes as Exhibit A the form of Certificate of Determination
of Preferences of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 6, 1998.)
99.1 Press release of the Company dated September 30, 1998.
Exhibit 99.1
NOT FOR IMMEDIATE RELEASE
Contact: Integrated Systems, Inc.
Investor Relations, 408/542-1570
[email protected]
Integrated Systems Adopts Shareholder Rights Plan
SUNNYVALE, Calif.--(BUSINESS WIRE)--Sept. 30, 1998--Integrated Systems,
Inc. (NASDAQ:INTS), today announced that its Board of Directors has adopted a
shareholder rights plan designed to protect the long-term value of the Company
for its shareholders during any future unsolicited acquisition attempt.
The plan is designed to give the Company's Board of Directors
sufficient time to study and respond to an unsolicited tender offer or other
attempted acquisition. Adoption of the plan was not made in response to any
specific attempt to acquire the Company or its shares, and the Company is not
aware of any current efforts to do so.
In connection with the plan, the Board declared a dividend of one
preferred share purchase right for each share of the Company's common stock
outstanding on October 15, 1998 (the "Record Date") and further directed the
issuance of one such right with respect to each share of the Company's common
stock that is issued after the Record Date, except in certain circumstances. The
rights will expire on September 30, 2008.
The rights are initially attached to the Company's common stock and
will not trade separately. If a person or a group acquires 20 percent or more of
the Company's common stock (an "Acquiring Person"), or announces an intention to
make a tender offer for the Company's common stock the consummation of which
would result in a person or group becoming an Acquiring Person, then the rights
will be distributed (the "Distribution Date") and will thereafter trade
separately from the common stock.
After the Distribution Date, each right may be exercised for 1/200th of
a share of a newly designated Series A Junior Participating Preferred Stock at
an exercise price of $55.00. The preferred stock has been structured so that the
value of 1/200th of a share of such preferred stock will approximate the value
of one share of common stock.
Upon a person becoming an Acquiring Person, holders of the rights
(other than the Acquiring Person) will have the right to acquire shares of the
Company's common stock at a substantially discounted price.
Additionally, if a person becomes an Acquiring Person and the Company
is acquired in a merger or other business combination, or 50 percent or more of
its assets are
<PAGE>
sold in a transaction with an Acquiring Person, the holders of rights (other
than the Acquiring Person) will have the right to receive shares of common stock
of the acquiring corporation at a substantially discounted price.
After a person has become an Acquiring Person, the Company's Board of
Directors may, at its option, require the exchange of outstanding rights (other
than those held by the Acquiring Person) for common stock at an exchange ratio
of one share of the company's common stock per right.
The Board may redeem outstanding rights at any time prior to a person
becoming an Acquiring Person at a price of $0.001 per right. Prior to such time,
the terms of the rights may be amended by the Board.
Integrated Systems, Inc. is a leading worldwide provider of embedded
operating software and simulation and control design tools for the
telecommunications/data communications, automotive, multimedia, entertainment,
office/retail automation, Internet, aerospace and industrial automation
industries. Its software helps manufacturers bring higher quality, more fully
featured products to market faster. The Company's business model is based on the
sale of software development licenses for creating new products followed by
runtime licenses for products using its embedded operating software. Sales and
services offices are located worldwide in Asia, Europe and North America.
Additional information about the Company is available at its Website:
http://www.isi.com.
