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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): January 8, 1998
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 January 8, 1998, Wind River Systems, Inc. (the "Company") announced the
signing of a technology partnership with Network Computer, Inc. See the
Company's press release, titled "Wind River Systems and Network Computer Inc.
Announce Strategic Relationship to Advance Embedded Technology" 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 and Network
Computer Inc. Announce Strategic Relationship to Advance
Embedded Technology," dated January 8, 1998.
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: January 13, 1998 By: /s/ Richard Kraber
--------------------------------
Richard W. Kraber
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------
99.1 Press Release, titled "Wind River Systems and Network
Computer Inc. Announce Strategic Relationship to Advance
Embedded Technology," dated January 8, 1998.
4
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Exhibit 99.1
WIND RIVER SYSTEMS AND NETWORK
COMPUTER INC. ANNOUNCE
STRATEGIC RELATIONSHIP TO ADVANCE
EMBEDDED TECHNOLOGY
Partnership to Provide Graphical User Interface Technology
to Embedded Devices
ALAMEDA, Calif.--(BUSINESS WIRE)--Jan. 8, 1998--
Wind River Systems, Inc. (NASDAQ: WIND) and Network Computer, Inc. today
announced the signing of a technology partnership.
As a major component of this relationship, Wind River has acquired the rights to
comprehensive graphics technology developed by NCI and the Navio engineering
organization merged with NCI in August, 1997. Under terms of this agreement,
Wind River will recognize a one time charge of approximately $10 million related
to certain direct and indirect acquisition costs and related expenses in the
fourth quarter of fiscal 1998.
"Combining the resources and vision of Wind River and NCI's technology will
provide the embedded development community a comprehensive solution for bringing
robust graphics to a full range of interactive embedded applications -- from
stand alone devices with low resolution LCD displays to networked information
applications with the most sophisticated embedded graphics requirements,"
commented Ron Abelmann, chief executive officer and president of Wind River
Systems.
"In July 1997, Wind River participated in a highly successful convertible
debenture offering which enhanced the company's cash position by approximately
$140 million. It was stated at that time that a major use would be to acquire
companies and technologies which are strategic to the company's continued
success. This partnership represents precisely the type of opportunity that we
wanted to be financially able to afford," continued Abelmann. "Our fourth
quarter business remains robust and, excluding this charge, we expect our
revenues and operating profits for the quarter to continue the fine performance
that we have experienced over the past 15 quarters."
Additional details regarding the transaction and how NCI and Wind River will
deliver embedded technology will be disclosed over the next few weeks.
WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc., and ISO-based 9001 registered company, is the
leading provider of integrated software development tools for real-time
embedded applications in the Internet, telecommunications, data
communications, office automation, networking, computer peripherals, medical,
automotive, industrial, aerospace and multimedia markets. Through the
industry's most comprehensive product line and customer support, Wind River
enables customers to develop and reuse application
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software across a variety of products and platforms, shortening development
cycles and improving time-to-market. Incorporated in 1983, Wind River is
headquartered in Alameda, California. Wind River reported revenues of $64
million in fiscal year 1997, a 45% increase from fiscal year 1996.
NETWORK COMPUTER, INC.
Network Computer, Inc. (NCI) is a software innovator with a mission to
deliver affordable and easy to use products that tap the power of the global
Internet. Formed in 1996, NCI is an affiliate of Oracle Corp. and offers its
network computer software and services to corporations, homes and communities.
NCI is based in Redwood Shores, California, and can be reached at 650/631-4600.
NCI's Web site is http://www.nc.com.
Except for the historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties,
including but not limited to timely development, acceptance and pricing of new
products, the impact of competitive products and pricing, and other risks
detailed in the company's most recent SEC Form 10-K.
Wind River Systems and the Wind River Systems logo are registered trademarks
of Wind River Systems, Inc. All other names mentioned are trademarks,
registered trademarks or service marks of their respective companies.
