WIND RIVER SYSTEMS INC
8-K, 1999-07-16
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                       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): June 30, 1999



                            WIND RIVER SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other jurisdiction of incorporation)




               0-21342                            94-2873391
        (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


<PAGE>

ITEM 5.    OTHER EVENTS.

           On June 30, 1999, the Board of Directors of Wind River Systems, Inc.
(the "Company") rescinded the Company's stock repurchase programs. The Company's
press release, dated June 30, 1999, announcing the rescission is included herein
as Exhibit 99.1.

           On June 30, 1999, the Company acquired RouterWare, Inc., a leading
supplier of networking protocol source code, in a stock-for-stock acquisition.
The Company's press release, dated June 30, 1999, announcing the acquisition is
included herein as Exhibit 99.2.

ITEM 7.    EXHIBITS.

<TABLE>
<CAPTION>
<S>            <C>
       99.1    Press Release, dated June 30, 1999 entitled "Wind River Rescinds
               Stock Repurchase Programs."

       99.2    Press Release, dated as of June 30, 1999 entitled "Wind River
               Systems Acquires RouterWare, Inc., Further Broadens Portfolio
               of Embedded Networking Technologies for Leading-Edge Internet
               Devices."
</TABLE>




                                      1.
<PAGE>

                                    SIGNATURE

         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, thereunto duly authorized.


                             WIND RIVER SYSTEMS, INC.



Dated:  July 16, 1999        By:  /s/ Richard W. Kraber
                                ----------------------------------------------
                                      RICHARD W. KRABER
                                      VICE PRESIDENT AND CHIEF FINANCIAL
                                      OFFICER





                                      2.
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>            <C>
       99.1    Press Release, dated June 30, 1999 entitled "Wind River Rescinds
               Stock Repurchase Programs."

       99.2    Press Release, dated as of June 30, 1999 entitled "Wind River
               Systems Acquires RouterWare, Inc., Further Broadens Portfolio
               of Embedded Networking Technologies for Leading-Edge Internet
               Devices."
</TABLE>





                                      3.


<PAGE>
                                                                  EXHIBIT 99.1

WIND RIVER RESCINDS STOCK REPURCHASE PROGRAMS

ALAMEDA, Calif. June 30,1999--Wind River Systems, Inc. (Nasdaq: WIND), the
leader in embedded development software and services for the post-PC era,
today announced that its Board of Directors has rescinded the Company's
recently announced $25 million increase in stock repurchases and its ongoing
stock repurchase program of $4.0 million per quarter. The Company has not
repurchased any shares under the increased authorization and has not
repurchased any shares during the second quarter, ending July 31, 1999, under
its ongoing stock repurchase program.

The Company rescinded its stock repurchase programs in order to be eligible
to account for future acquisitions using the pooling-of-interests accounting
method.

WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc. is the worldwide leader in embedded software. Wind
River provides software development tools and real-time operating systems 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.

Except for the historical information contained herein, 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, 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. Other important factors that may cause
such a difference for Wind River in connection with potential future
acquisitions include, but are not limited to, the risks inherent in
acquisitions of technologies and businesses, including the timing and
successful completion of technology and product development through
production readiness, integration issues, unanticipated expenditures,
changing relationships with customers, suppliers and strategic partners,
potential contractual, intellectual property or employment issues, and the
risks that an acquisition cannot be completed successfully or that
anticipated benefits are not realized. Wind River undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.


<PAGE>
                                                                  EXHIBIT 99.2


                  WIND RIVER SYSTEMS ACQUIRES ROUTERWARE, INC.,
         FURTHER BROADENS PORTFOLIO OF EMBEDDED NETWORKING TECHNOLOGIES
                        FOR LEADING-EDGE INTERACT DEVICES

ALAMEDA, CA. June 30,1999 - Wind River Systems (Nasdaq:WIND), the leader in
embedded development software and services for the post-PC era, today
announced that it has completed the acquisition of RouterWare, Inc., the
leading supplier of portable networking protocol source code. The addition of
RouterWare expands Wind River's offering of high-value, integrated software
solutions for data communication and telecommunication equipment
manufacturers. With the intense competition and rapid growth of the Internet
such manufacturers demand an increasingly more complete array of pre-packaged
networking solutions to address their time to market needs.

Wind River issued an aggregate of 730,923 shares of its common stock and
reserved an additional 634,065 shares for issuance upon exercise of
outstanding employee stock options in exchange for all outstanding shares of
RouterWare common stock, including shares issuable upon exercise of employee
stock options. Based upon Wind River's June 30, 1999 closing price of
$16.0625 per share, the transaction is valued at approximately $21.9 million.
The acquisition will be accounted for as a pooling of interests. Wind River's
financial reports for the second fiscal quarter of 1999 (ending July 31) and
prior periods will reflect the effect of the acquisition. The company expects
to record a one-time charge in the second quarter to cover
acquisition-related expenses.

RouterWare products will become immediately available through Wind River's
worldwide sales channel, allowing Wind River customers access to a broad
array of advanced Internet technologies. Rapidly growing potential markets
for these solutions include: enterprise and carrier network equipment such as
switches, routers, WAN access equipment; cable modems and cable modem
termination systems, xDSL modems and DSL access multiplexers, and home
networking equipment. In addition to gaining strategic technologies and
products, Wind River adds the leading-edge engineering talent of the
RouterWare team to its existing base, giving the company the deepest
expertise of any embedded software provider.

                                      1.
<PAGE>

"Networking technology is critically important to products based on embedded
software, especially now that the Internet is driving a tremendous amount of
growth in non-PC technology," said Jerry Fiddler, chairman and co-founder of
Wind River. "This acquisition underscores our goal to provide high value
solutions to Internet infrastructure manufacturers working to bring real
bandwidth -- wired and wireless -- to our homes and offices. The addition of
RouterWare's more than 50 networking protocols to our existing networking
technologies -- including the software we acquired from Xact and the
resulting TornadoTM for Managed Switches product -- further extends our
position as the leading provider of embedded software for the new era of
Internet devices."

"We are very excited about being part of the explosive growth in post-PC
applications that is Wind River's domain," said Ross Wheeler, founder and
chief executive officer of RouterWare. "Our products will now be available to
a much larger group of developers through Wind River. And, by bringing
embedded application development software and our wide range of networking
products under one roof, developers will be able to build next-generation
embedded applications far more easily and with more options than ever before."

ROUTERWARE
RouterWare markets its portable protocol products to a variety of customers.
The company's client base consists of over 160 companies worldwide including
Cisco Systems, Lucent Technologies, 3Com Corporation, Ascend Communications,
Northern Telecom, and Tut Systems. The OEM Group of RouterWare develops and
markets a suite of software modules used in data communications products such
as bridges, routers, gateways, and remote access servers. RouterWare's suite
of OEM products is easily ported to various operating environments through
the Company' s use of CPU and OS independent programming methods.

RouterWare's iVasion Group provides Windows-based products to Internet
Service Providers, corporations, remote offices and home users with standards
based network access solutions. iVasion products include a VPN client, VPN
server and NAT gateway running on Windows 9x/NT. These solutions support
major and emerging protocol standards including NAT, PPTP, L2F, L2TP, IPSee,
PPP over Ethernet and more.

                                      2.
<PAGE>

WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc is thc 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.

                                      3.



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