WIND RIVER SYSTEMS INC
8-K, 1999-09-13
COMPUTER PROGRAMMING SERVICES
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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): September 7, 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 September 7, 1999, Wind River Systems, Inc. announced the hiring of Tom
St. Dennis as its new Chief Executive Officer, effective September 20, 1999. A
copy of the press release concerning the announcement is filed herewith as
Exhibit 99.1

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits

<TABLE>
<CAPTION>
Number                              Description
- ------                              -----------
<S>                                 <C>
99.1                                Press Release issued September 7, 1999
</TABLE>

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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:   September 13, 1999       /s/ Richard W. Kraber
                                  ------------------------------------------
                                  Richard W. Kraber
                                  Vice President and Chief Financial Officer





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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Number                      Description
- ------                      -----------
<S>                         <C>
99.1                        Press Release issued September 7, 1999
</TABLE>


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                                                                   Exhibit 99.1


                  WIND RIVER SYSTEMS, INC. NAMES TOM ST. DENNIS
                         AS NEW CHIEF EXECUTIVE OFFICER

        FORMER GROUP VICE PRESIDENT OF APPLIED MATERIALS, INC. WILL BRING
           WIND RIVER PROVEN LEADERSHIP ABILITY AND GLOBAL RECOGNITION

ALAMEDA, Calif. September 7, 1999 - Wind River Systems, Inc. (Nasdaq:WIND),
the leader in embedded development software and services for the post-PC era,
today announced the hiring of Tom St. Dennis as its new Chief Executive
Officer, effective September 20, 1999. The appointment takes place as the
company focuses on new opportunities in high-growth Internet-related markets
and professional services consulting.

The hiring of Mr. St. Dennis completes a search begun in late April 1999*
when former company CEO Ron Abelmann announced his resignation. Mr. St.
Dennis, currently a business unit president and group vice president with
Applied Materials, Inc., has nearly 20 years of experience in the
high-technology industry; in his latest position he was responsible for
growing his business group to $1.5 billion in annual revenues.

"Wind River Systems is very excited to be joining forces with someone of
Tom's proven leadership ability and outstanding global reputation," said Wind
River co-founder and interim CEO Jerry Fiddler. "As we move forward with our
strategic expansion, Tom's expertise in business strategy, marketing,
customer relationship building and organizational leadership will help us
achieve our overall business goals," he said.

"The last several months have been invigorating and I believe Wind River is
on the right track to lead the next era of computing," continued Fiddler. "I
am energized and will continue to remain involved in the daily activities and
company positioning."

"Wind River Systems is an exceptional company with outstanding opportunities
for growth," said St. Dennis. "I've been watching the company with interest
for the last several months and am excited to join such a dynamic and
market-leading organization. Wind River has the right strategy for driving
the post-PC era and I intend to put my full energies into executing on this
vision."

Tom St. Dennis has a diverse background in sales, marketing, and technology
development. At Applied Materials he rose from a regional division manager to
become group vice president and president of the Planarization and Dielectric
Deposition Product Business Group, where he was responsible for the
management of three division P&Ls and over 1,600 employees in both the United
States and Japan.

"Wind River is in an important space in the embedded systems industry, which
is growing in both size and importance. Technology in this market will be
used as underpinnings for Internet

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appliances and as companies in the embedded systems space grow, so will their
need for seasoned management," said Jim Forbes, executive editor, DEMO
Letter. "Internet appliances are already in use. The challenge posed to many
companies is that they will need to develop effective management teams in
order to remain competitive in this market. Wind River has done this."

WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc. is the 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 in
Alameda, California, with operations in fifteen countries worldwide.

This news release contains forward-looking statements which include
statements regarding the market potential of our business. Actual results or
outcomes could 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, fluctuations in the market price
of the company's common stock and other factors described in the company's
most recent Form 10-K and other periodic filing 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.

Contact:
                 Pamela Sufi
                 Wind River Systems
                 510-749-2340
                 [email protected]



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