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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 1999
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.)
500 Wind River Way
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
On October 21, 1999, Wind River Systems, Inc. (the "Company") announced
a definitive agreement for the Company to acquire Integrated Systems, Inc.
("ISI") in a stock-for-stock transaction with a fixed exchange rate of .92
shares of the Company stock for each outstanding share of ISI stock. The
Company's press release, dated October 21, 1999, titled "Wind River and
Integrated Systems, Inc. Join Forces" is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press Release dated October 21, 1999.
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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: December 3, 1999 By: /s/ RICHARD W. KRABER
-----------------------------
Richard W. Kraber
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
99.1 Press Release dated October 21, 1999.
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Exhibit 99.1
WIND RIVER SYSTEMS AND INTEGRATED SYSTEMS, INC. JOIN FORCES
COMBINED ORGANIZATION WILL BRING MORE COMPLETE PRODUCTS AND TECHNOLOGY
TO MARKET FASTER; STRENGTHEN PROFESSIONAL SERVICES GROUPS
ALAMEDA, CA /SUNNYVALE, CA October 21, 1999 - Wind River Systems, Inc. (Nasdaq:
WIND), a leader in embedded development software and services for the post-PC
era, and Integrated Systems, Inc. (ISI) (Nasdaq: INTS), today announced a
definitive agreement for Wind River to acquire ISI, which provides embedded
systems software for a broad range of industries including telecom/datacom,
consumer electronics, automotive, and aerospace. The agreement calls for a
stock-for-stock transaction with a fixed exchange rate of .92 shares of Wind
River stock for each outstanding share of ISI stock. The contemplated
acquisition is subject to a number of conditions, including approval by the
shareholders of Wind River and ISI and obtaining clearances under applicable
antitrust laws. The transaction is intended to be accounted for as a pooling of
interests and to qualify as a tax-free reorganization.
For additional information please see the frequently asked questions document at
www.windriver.com or join the conference call at 8:00 a.m. PST on October 22,
1999, by calling 888-593-6346 in the U.S. and 706-634-2373 internationally.
"This is a great opportunity for our customers, employees, and shareholders.
Time-to-market pressures are driving our customers to increasingly demand both
broader and more in-depth embedded computing technology," commented Tom St.
Dennis, CEO of Wind River Systems. "The combined experience of more than 500
development engineers and over 200 technical service engineers--including
consultants, tech support, and training--resulting from this transaction will
enable us to meet these needs and bring better products to market faster."
In addition, the unification of Wind River's new services business unit with
ISI's well-established Dr. Design group will create a more complete consulting
and support organization to help our customers compete in markets where embedded
technology is crucial to success--even if those companies have limited embedded
experiences, tight market windows, or extremely complex next-generation embedded
devices.
Tom St. Dennis will become CEO of the combined company, to be known as Wind
River Systems, Inc. Chairman and co-founder of Wind River, Jerry Fiddler, will
remain chairman of the board and Naren Gupta, chairman and founder of ISI, will
become vice-chairman. After transitioning the two companies through the
integration, ISI president and CEO Charles Boesenberg will retire from his post.
"There are many companies vying for the embedded computing segment of the
operating system market," said Charles Boesenberg, president and CEO of ISI.
"ISI and Wind River's engineering resources and technical strategy are
synergistic--we share the belief that a deterministic operating system, powerful
development tools, and broad support for networking
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connectivity should serve as the base platform for any product built on
embedded software. Together we can provide better products and services to
help reduce our customers' time to market."
"One of Wind River's goals has always been to move the industry forward, and
combining forces with ISI certainly does that," said Jerry Fiddler, co-founder
and chairman of Wind River. "As operating systems take on more and more complex
tasks, new areas of expertise are required every day in each vertical and
horizontal market. Through our unique combination of technical expertise in
professional services and engineering, we are well-positioned to meet these
fast-paced new challenges."
"The worldwide reach of Wind River and ISI will give potential customers a very
strong option as they look at development software," agreed Naren Gupta,
chairman and founder of ISI. "The combination will allow us to deliver exciting
new products to this dynamic market at an accelerated pace."
ABOUT INTEGRATED SYSTEMS, INC.
Integrated Systems, Inc. (www.isi.com) is a premier provider of software,
tools, and engineering services for the embedded systems market. ISI's
industry-proven embedded real-time operating system, pSOS+-Registered
Trademark-, is currently deployed in over 38 million devices worldwide,
primarily in the telecom/datacom, consumer electronics, automotive,
aerospace, and emerging Internet appliance segments. ISI addresses these
markets through extensive technology alliance programs, a broad set of
embedded software solutions, and valuable services such as engineering design
expertise center and Sun Microsystems. With 1999 revenues of $133 million,
ISI employs more than 728 employees in 31 offices worldwide, with development
centers that include MATRIXx-Registered Trademark- and Epilogue product
groups and ISI's subsidiaries: Diab-SDS; TakeFive Software; and Doctor
Design. ISI's global customer base includes corporations such as Casio,
Canon, Cisco, Ericsson, Kodak, IBM, Lucent Technologies, Motorola, Nokia,
Nortel, Philips, Sony, and 3Com.
WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc. is a worldwide leader in embedded software. Wind River
provides software development tools, real-time operating systems, and advanced
connectivity for use in products throughout the Internet, telecommunications and
data communications, digital imaging, networking, medical, computer peripherals,
automotive, and aerospace/defense markets. Wind River is how smart things think.
Founded in 1983, Wind River is headquartered in Alameda, California, with
operations in fifteen countries worldwide.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS OR OUTCOMES TO DIFFER MATERIALLY
FROM THOSE CONTEMPLATED BY THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, RISKS
RELATING TO THE CONSUMMATION OF THE CONTEMPLATED TRANSACTION, INCLUDING THE RISK
THAT REQUIRED REGULATORY CLEARANCES OR SHAREHOLDER APPROVALS MIGHT NOT BE
OBTAINED IN A TIMELY MANNER OR AT ALL. IN ADDITION, STATEMENTS IN THIS PRESS
RELEASE RELATING TO THE EXPECTED BENEFITS OF THE CONTEMPLATED TRANSACTION ARE
SUBJECT TO RISKS RELATING TO THE TIMING AND SUCCESSFUL COMPLETION OF TECHNOLOGY
AND PRODUCT DEVELOPMENT THROUGH PRODUCTION READINESS, INTEGRATION OF THE
TECHNOLOGIES AND BUSINESSES OF WIND RIVER AND ISI, UNANTICIPATED
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EXPENDITURES, CHANGING RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND STRATEGIC
PARTNERS AND OTHER FACTORS DESCRIBED IN THE MOST RECENT FORM 10-K AND OTHER
PERIODIC REPORTS FILED BY WIND RIVER AND ISI WITH THE SECURITIES AND EXCHANGE
COMMISSION. WIND RIVER UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS, OR OTHERWISE.
# # # #
Wind River, and the Wind River logo are registered trademarks and Tornado is a
trademark of Wind River, Inc. All other names mentioned are trademarks,
registered trademarks or service marks of their respective companies.
Contact: Stephanie Schwarz Linda Nixon
Wind River Systems Integrated Systems, Inc.
510-749-2573 408-542-1797
[email protected] [email protected]
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