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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) October 21, 1999
INTEGRATED SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
0-18268 94-2658153
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(Commission file number) (I.R.S. Employer
Identification No.)
201 Moffett Park Drive, Sunnyvale, California 94089
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(Address of principal executive offices) (Zip code)
(408) 542-1500
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Registrant's telephone number, including area code)
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ITEM 1: CHANGES IN CONTROL OF REGISTRANT.
(b) On October 21, 1999, Integrated Systems, Inc. ("ISI"), Wind River
Systems, Inc. ("Wind River") and University Acquisition Corp., a wholly-owned
subsidiary of Wind River ("Merger Sub"), entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"). Subject to the terms and
conditions of the Merger Agreement, Merger Sub will be merged with and into ISI
(the "Merger"), with ISI surviving the Merger and becoming a wholly-owned
subsidiary of Wind River. At the effective time of the Merger, each outstanding
share of ISI's common stock will be exchanged for 0.92 shares of Wind River
common stock. In addition, Wind River will assume outstanding options to
purchase ISI common stock on the terms provided in the Merger Agreement. The
transaction is intended to qualify as a tax-free reorganization and will be
accounted for as a pooling of interests. The Merger is subject to various
conditions, including the approval of the Merger by ISI's shareholders and
approval of the issuance of Wind River common stock in the Merger by Wind
River's stockholders.
In connection with the execution of the Merger Agreement, ISI and Wind
River entered into an Option Agreement, pursuant to which ISI granted to Wind
River an option to purchase up to 10.0% of the outstanding shares of ISI common
stock, which option is exercisable upon the occurrence of the events specified
in the Option Agreement. The directors of ISI and eight of the executive
officers of ISI have agreed to vote their ISI shares in favor of the Merger at
the ISI shareholder meeting called for that purpose.
A copy of the Merger Agreement and a copy of the Option Agreement are
incorporated by reference in this report. A copy of the form of Voting
Agreement is incorporated by reference in this report. The description of
these agreements is qualified in its entirety by reference to the full text
of these exhibits.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 21, 1999 by and among Wind River Systems, Inc.,
University Acquisition Corp. and Integrated Systems, Inc.
(Incorporated by reference to Exhibit 99.1 to the Schedule 13D
filed by Wind River Systems, Inc. on November 1, 1999.)
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2.2 Option Agreement, dated as of October 21, 1999, between
Integrated Systems, Inc. and Wind River Systems, Inc.
(Incorporated by reference to Exhibit 99.3 to the Schedule 13D
filed by Wind River Systems, Inc. on November 1, 1999.)
4.1 Form of Voting Agreement, dated as of October 21, 1999
(Incorporated by reference to Exhibit 99.2 to the Schedule 13D
filed by Wind River Systems, Inc. on November 1, 1999.)
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: November 5, 1999
INTEGRATED SYSTEMS, INC.
By: /s/ William C. Smith
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William C. Smith
Vice President, Finance and
Chief Financial Officer
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