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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 17, 1997
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-21342 94-2873391
(State of jurisdiction) (Commission File No.) (IRS Employer Identification No.)
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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 17, 1997, Wind River Systems, Inc. (the "Company") announced that
it intends, subject to market and other conditions, to raise $100,000,000
through a private placement of convertible subordinated notes to qualified
institutional investors. See the Company's press release, titled "Wind River
Systems, Inc. Announces Proposed Private Placement of Convertible Subordinated
Notes" attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
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Exhibit
Number Description
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<S> <C>
99.1 Press Release, titled "Wind River Systems, Inc. Announces
Proposed Private Placement of Convertible Subordinated Notes,"
dated July 17, 1997.
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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 18, 1997 By: /s/ Richard W. Kraber
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Richard W. Kraber
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
99.1 Press Release, titled "Wind River Systems, Inc. Announces
Proposed Private Placement of Convertible Subordinated Notes,"
dated July 17, 1997.
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Exhibit 99.1
Wind River Systems Inc. Announces Proposed Private Placement of Convertible
Subordinated Notes
ALAMEDA, Calif. July 17/PR Newswire/ -- Wind River Systems Inc.
(NASDAQ/NMS:WIND) announced today that it intends, subject to market and other
conditions, to raise $100 million (excluding the proceeds of the over-allotment
option, if any) through a private placement of convertible subordinated notes to
qualified institutional investors in the United States and internationally.
The notes are expected to be listed on the PORTAL Market and the Luxembourg
Stock Exchange.
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.
It is contemplated that the notes will be convertible into shares of the
company's common stock and will have a five-year term. No other terms were
disclosed.
The securities to be offered will not be registered under the United States
Securities Act of 1933, as amended, or applicable 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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