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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): July 22, 1997
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21342 94-2873391
(State of jurisdiction) (Commission File No.) (IRS Employer
Identification No.)
1010 Atlantic Avenue
Alameda, CA 94501
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (510) 748-4100
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Item 5. Other Events
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On July 22, 1997, Wind River Systems, Inc. (the "Company") announced
that it priced its $125 million of convertible subordinated notes due 2002
(excluding notes issuable pursuant to the overallotment option, in any) sold in
an offering to certain qualified investors in the United States and outside the
United States. The notes have a 5% coupon, are convertible into common stock of
the Company at $48.50 per share and have a five-year term. The Company has
granted the initial purchasers an option for 30 days to purchase up to $15
million of additional notes to cover overallotments, if any. See the Company's
press release, titled "Wind River Systems, Inc. Announces Pricing of $125
Million Convertible Subordinated Notes Offering" attached hereto as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
Exhibit
Number Description
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99.1 Press Release, titled "Wind River Systems, Inc. Announces Pricing
of $125 Million Convertible Subordinated Notes Offering," dated
July 22, 1997.
2.
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SIGNATURES
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.
Wind River Systems, Inc.
Dated: July 24, 1997 By: /s/ Richard W. Kraber
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Richard W. Kraber
Chief Financial Officer
3.
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release, titled "Wind River Systems, Inc. Announces Pricing
of $125 Million Convertible Subordinated Notes Offering," dated
July 22, 1997.
4.
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Exhibit 99.1
Wind River Systems Inc. Announces Pricing of $125 Million Convertible
Subordinated Notes Offering
ALAMEDA, Calif. July 22/PR Newswire/ -- Wind River Systems Inc.
(NASDAQ/NMS:WIND) today announced that it priced its $125 million of convertible
subordinated notes due 2002 (excluding notes issuable pursuant to the
overallotment option, if any) sold in an offering to certain qualified investors
in the United States and outside the United States.
The notes have a 5% coupon, are convertible into common stock of the Company at
$48.50 per share and have a five-year term. The company has granted the initial
purchasers an option for 30 days to purchase up to $15 million of additional
notes to cover overallotments, if any.
The transaction is expected to close on or about August 1, 1997, subject to
customary closing conditions.
The notes are expected to be listed on the Luxembourg Stock Exchange and to be
traded under Rule 144A in the United States on the PORTAL Market.
The company stated that the proceeds of the offering are for general corporate
purposes, including working capital, and potentially to acquire complementary
businesses, products or technologies, real estate, related capital equipment and
enterprise software licenses.
The securities to be offered will not be registered under the United States
Securities Act of 1933, as amended, or applicable United States state securities
laws, and may not be offered or sold in the United States absent registration
under the Securities Act and applicable state securities laws or available
exemptions from the registration requirements.
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