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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended April 30, 1996 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ____ to ____.
Commission file number 0-21342
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2873391
(State of incorporation) (I.R.S. Employer Identification No.)
1010 ATLANTIC AVENUE, ALAMEDA, CALIFORNIA 94501
(Address of principal executive office)
(510) 748-4100
(Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes X No
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(2) Yes X No
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Indicate the number of shares outstanding of each of each of the issuers classes
of common stock, as of the latest practicable date.
COMMON STOCK: 13,883,053 SHARES OUTSTANDING AS OF MAY 31, 1996
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1* Employee Stock Purchase Plan, as amended to date
10.2* 1995 Non-Employee Directors' Stock Option Plan
10.3* 1987 Equity Incentive Plan, as amended to date
10.4 Amendment, dated January 25, 1995, to Master
Distributor Agreement between Wind River Systems, K.K.
and Innotech Corporation
(b) No reports on form 8-K have been filed for the quarter ended
April 30, 1996.
No other items.
SIGNATURE
Pursuant to the Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned thereunto
authorized.
WIND RIVER SYSTEMS, INC.
Date: July 3, 1996 /s/ RICHARD W. KRABER
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Richard W. Kraber
Chief Financial Officer
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*Incorporated by reference to the registrant's Registration Statement on
Form S-8 (File No. 333-06921)
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Exhibit Index
Exhibit No. Exhibit Name Page
- ----------- ------------ ----
10.4 Amendment, dated January 25, 1995, to Master 4
Distributor Agreement between Wind River
Systems, K.K. and Innotech Corporation
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AMENDMENT TO MASTER DISTRIBUTOR AGREEMENT
This Amendment to the Master Distributor Agreement between Wind River Systems,
KK and Innotech Corporation entered into on July 29,1992, makes the following
changes and additions to the 1992 Agreement:
1. The Master Distributor Agreement is hereby renewed and the Term of
Agreement (Exhibit A to the Master Distributor Agreement) will be changed
from the 1992 Agreement to commence on the date of the signing of this
Amendment.
Renewal shall be based on performance, and shall be automatic year-to-year
on the anniversary of the signing of this Amendment unless either party
provides 60 days advance notice of cancellation.
2. Innotech Corporation will provide Wind River Systems, Inc. non-refundable,
non-cancelable purchase orders for immediate shipment of Wind River
products outlined in the company's standard price book in the amount of
$250,000 per quarter by the 15th of the month in January 1995, June 1995,
September 1995 and December 1995; and $375,000 per quarter on or before the
15th of the month in March, June, September and December 1996; and,
$500,000 per quarter on the same dates in March, June, September and
December 1997.
3. In return Wind River Systems, Inc. will provide to Innotech Corporation an
unconditional warrant to purchase 100,000 shares of Wind River common stock
in four years from the date of this Agreement, at a price of 125% of the
closing market price on the day that this amendment is mutually signed, but
no later than January 31, 1995.
Wind River Systems, Inc. will draw up the necessary English language
paperwork for this warrant at its expense.
4. To further ensure close cooperation between the companies and to make sure
Innotech has the best training and support as we restart this relationship,
Wind River will require as part of this Amendment:
a. Two Innotech application engineers will attend a three week training
program at Wind River Systems, Inc. corporate headquarters no later
than March 1995.
b. At least one senior field application engineer will spend one week
each year thereafter in a refresher training program at Wind River
Systems, Inc. in Alameda.
c. The senior Innotech sales representative responsible for the Wind
River product line will spend two weeks at Wind River Systems, Inc. in
the U.S. for sales and product training.
Expenses for the training will be the responsibility of Wind River
Systems, Inc. Transportation and living expenses will be paid by
Innotech.
5. This Amendment shall survive unless otherwise the product will lose
competitiveness in the market.
This Amendment constitutes the only changes made to the 1992 Master Distributor
Agreement.
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Signed:
WIND RIVER SYSTEMS, KK INNOTECH CORPORATION
By: /s/Ronald A. Abelmann By: /s/Taizo Watanabe
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Title:President & Chief Executive Officer Title: Director
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Address:POLA Ebisu Bldg. 11F Address:2-15-10 Shin Yokohama
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3-9-19 Higashi Kouhoku-ku, Yokohama-shi
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Shibuya-ku Kanagawa, 111 Japan
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Tokyo, 150 Japan
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Date: January 25, 1995 Date: January 25, 1995
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