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<PAGE>
Filed Pursuant to
Rule 424(b)(3) and (c)
File No. 333-38987
PROSPECTUS SUPPLEMENT NO. 2 DATED JANUARY 13, 1998
TO PROSPECTUS DATED DECEMBER 12, 1997
WIND RIVER SYSTEMS, INC.
$140,000,000
5% Convertible Subordinated Notes due 2002
and
Shares of Common Stock Issuable Upon Conversion Thereof
This Prospectus Supplement should be read in conjunction with the
Prospectus dated December 12, 1997 (the "Prospectus"). The table on pages 29,
30 and 31 of the Prospectus setting forth information concerning the Selling
Securityholders is superceded by the following table:
SELLING SECURITYHOLDERS
The following table sets forth the names of the Selling Securityholders,
the number of shares of Common Stock owned by each of them as of December 8,
1997 and the principal amount of Notes and number of Conversion Shares which
may be offered pursuant to this Prospectus. This information is based upon
information provided by Deutsche Bank AG, New York Branch, trustee under the
Indenture, and by or on behalf of the Selling Securityholders. The Selling
Securityholders may offer all, some or none of their Notes or Conversion
Shares.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF CONVERTIBLE COMMON STOCK COMMON COMMON STOCK PERCENT
CONVERTIBLE NOTES OFFERED OWNED PRIOR TO STOCK OFFERED OWNED AFTER OWNED AFTER
NAME NOTES OWNED ($) HEREBY OFFERING (1) HEREBY OFFERING OFFERING
<S> <C> <C> <C> <C> <C> <C>
AAM/Zazone Institutional Income
Fund, L.P.(3) $1,300,000 $1,300,000 26,804 26,804 0 *
Alexander Global
Investment Fund I, Ltd. $700,000 $700,000 14,432 14,432 0 *
Arkansas PERS(4) $1,400,000 $1,400,000 28,865 28,865 0 *
BancAmerica Robertson Stephens(4) $749,000 $749,000 15,443 15,443 0 *
Baptist Health of South Florida $144,000 $144,000 2,969 2,969 0 *
Boston Museum of Fine Art $61,000 $61,000 1,257 1,257 0 *
CFW-C, L.P.(3) $4,500,000 $4,500,000 92,783 92,783 0 *
Chase Securities, Inc.(4) $6,000,000 $6,000,000 123,711 123,711 0 *
Christian Science Trustees for
Gifts & Endowments $155,000 $155,000 3,195 3,195 0 *
Chrysler Corporation Master
Retirement Trust $2,000,000 $2,000,000 41,237 41,237 0 *
Combined Insurance
Company of America(3) $600 $600 12 12 0 *
David Lipscomb University
General Endowment(4) $90,000 $90,000 1,855 1,855 0 *
Declaration of Trust for the
Defined Benefit Plan of ICI
American Holdings Inc. $620,000 $620,000 12,783 12,783 0 *
Declaration of Trust for the
Defined Benefit Plan of
Zeneca Holdings Inc. $395,000 $395,000 8,144 8,144 0 *
Delaware PERS(4) $1,100,000 $1,100,000 22,680 22,680 0 *
Delaware State Employees
Retirement Fund $2,055,000 $2,055,000 42,371 42,371 0 *
Delta Air Lines Master Trust(3) $1,680,000 $1,680,000 34,639 34,639 0 *
Deutsche Morgan Grenfell, Inc.(4) $8,193,000 $8,193,000 168,927 168,927 0 *
Engineers Joint Pension Fund $225,000 $225,000 4,639 4,639 0 *
Equitable Life Assurance Separate
Account Balanced(4) $210,000 $210,000 4,329 4,329 0 *
Equitable Life Assurance Separate
Account Convertibles(4) $2,975,000 $2,975,000 61,340 61,340 0 *
First Church of Christ Scientist -
Endowment $170,000 $170,000 3,505 3,505 0 *
Franklin U.S. Small Cap Growth Fund $100,000 $100,000 2,061 2,061 0 *
The Frist Foundation(4) $325,000 $325,000 6,701 6,701 0 *
General Motors Employees Domestic
Group Trust $7,395,000 $7,395,000 152,474 152,474 0 *
Hawaiian Airlines Employees Pension
Plan - IAM(4) $70,000 $70,000 1,443 1,443 0 *
Hawaiian Airlines Pension Plan
for Salaried Employees(4) $20,000 $20,000 412 412 0 *
Hillside Capital Incorporated
Corporate Account $195,000 $195,000 4,020 4,020 0 *
Hotel Union & Industry of Hawaii(4) $405,000 $405,000 8,350 8,350 0 *
Hudson River Trust Balanced
Account(4) $1,390,000 $1,390,000 28,659 28,659 0 *
</TABLE>
S-1.
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF
AMOUNT OF CONVERTIBLE COMMON STOCK COMMON COMMON STOCK PERCENT
CONVERTIBLE NOTES OFFERED OWNED PRIOR TO STOCK OFFERED OWNED AFTER OWNED AFTER
NAME NOTES OWNED ($) HEREBY OFFERING (1) HEREBY OFFERING OFFERING
<S> <C> <C> <C> <C> <C> <C>
Hudson River Trust Growth &
Income Account(4) $1,380,000 $1,380,000 28,453 28,453 0 *
Hudson River Trust Growth Investors(4) $1,000,000 $1,000,000 20,618 20,618 0 *
Hughes Aircraft Company Master
Retirement Trust $1,010,000 $1,010,000 20,824 20,824 0 *
ICI American Holdings Pension Trust $475,000 $475,000 9,793 9,793 0 *
The J.W. McConnell Family Foundation $415,000 $415,000 8,556 8,556 0 *
Kapiolani Medical Center for Women
and Children(4) $150,000 $150,000 3,092 3,092 0 *
Mainstay Convertible Fund $2,000,000 $2,000,000 41,237 41,237 0 *
McMahon Securities Company, L.P. $134,000 $134,000 2,762 2,762 0 *
Memphis Light Water & Gas
Retirement Fund(4) $1,245,000 $1,245,000 25,670 25,670 0 *
Merrill Lynch Pierce Fenner &
Smith Inc.(4) $16,115,000 $16,115,000 332,268 332,268 0 *
NALCO Chemical Retirement Trust(4) $225,000 $225,000 4,639 4,639 0 *
NATWest Securities Limited(3) $9,000,000 $9,000,000 185,567 185,567 0 *
New York Life Separate Account #7 $1,000,000 $1,000,000 20,618 20,618 0 *
Nicholas-Applegate Income &
Growth Fund $1,727,000 $1,727,000 35,608 35,608 0 *
Occidental College $134,000 $134,000 2,762 2,762 0 *
OCM Convertible Limited Partnership(3) $200,000 $200,000 4,123 4,123 0 *
OCM Convertible Trust(3) $3,435,000 $3,435,000 70,824 70,824 0 *
Partner Reinsurance Company Ltd. $225,000 $225,000 4,639 4,639 0 *
PRIM Board(4) $1,850,000 $1,850,000 38,144 38,144 0 *
Retirement Plan for Pilots of
Hawaiian Airlines Inc.(4) $100,000 $100,000 2,061 2,061 0 *
San Diego City Retirement $448,000 $448,000 9,237 9,237 0 *
San Diego County Convertible $1,909,000 $1,909,000 39,360 39,360 0 *
Shepherd Investments International
Ltd.(3) $275,000 $275,000 5,670 5,670 0 *
SMM Company B.V. $1,900,000 $1,900,000 39,175 39,175 0 *
Societe Generale Securities
Corporation $5,000,000 $5,000,000 103,092 103,092 0 *
South Dakota Retirement Systems $2,500,000 $2,500,000 112,846 51,546 61,300 *
Stark International(3) $275,000 $275,000 5,670 5,670 0 *
Starvest Discretionary(4) $400,000 $400,000 8,247 8,247 0 *
State Employees Retirement Plan
of the State of Delaware(3) $675,000 $675,000 13,917 13,917 0 *
State of Connecticut Combined
Investment Funds $2,420,000 $2,420,000 49,896 49,896 0 *
State of Oregon Equity(4) $3,500,000 $3,500,000 72,164 72,164 0 *
State of Oregon/SAIF Corporation(4) $3,500,000 $3,500,000 72,164 72,164 0 *
Summer Hill Global Partners L.P. $60,000 $60,000 1,237 1,237 0 *
The TCW Group, Inc. $8,390,000 $8,390,000 172,989 172,989 0 *
Tennessee Consolidated Retirement
Systems $2,500,000 $2,500,000 51,546 51,546 0 *
Thermo Electron Balanced Investment
Fund $540,000 $540,000 11,134 11,134 0 *
Vanguard Convertible Securities
Fund, Inc. $1,755,000 $1,755,000 36,185 36,185 0 *
Wake Forest University $352,000 $352,000 7,257 7,257 0 *
Zeneca Holdings Pension Trust(4) $475,000 $475,000 9,793 9,793 0 *
</TABLE>
S-2.
<PAGE>
- ------------
* Less than one percent.
(1) Includes Conversion Shares based on a conversion price of $48.50
per share and a cash payment in lieu of any fractional interest.
(2) Deutsche Morgan Grenfell, Inc. ("DMG") was lead placement agent in the
offering of the Notes. Deutsche Bank New York ("DBNY") is the trustee
for the Notes. DMG is an affiliate of DBNY, the trustee under the
Indenture for the Notes.
(3) The amount of Convertible Notes owned by each Selling Securityholder as
of January 9, 1997 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(4) The amount of Convertible Notes owned by each Selling Securityholder as
of January 13, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
Other than as set forth in the table, none of the Selling Securityholders
listed above had any material relationship with the Company other than as a
result of ownership of the Notes, within the three-year period ending on the
date of this Prospectus.
Because the Selling Securityholders may offer all or some of the Notes
that they hold and/or Conversion Shares pursuant to the offering contemplated
by this Prospectus, and because there are currently no agreements,
arrangements or understandings with respect to the sale of any of the Notes
or Conversion Shares by the Selling Securityholders, no estimate can be given
as to the principal amount of Notes or Conversion Shares that will be held by
the Selling Securityholders after completion of this offering.
S-3.
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