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Filed Pursuant to
Rule 424 (b) (3) and (c)
File No. 333-38987
PROSPECTUS SUPPLEMENT NO. 19 DATED FEBRUARY 5, 1999
TO PROSPECTUS DATED DECEMBER 12, 1997
WIND RIVER SYSTEMS, INC.
$140,000,000
5% Convertible Subordinated Notes due 2002
and
Shares of Common Stock Issuable Upon Conversion thereof
This Prospectus Supplement should be read in conjunction with the
Prospectus dated December 12, 1997 (the "Prospectus"). The table on pages
29, 30 and 31 of the Prospectus setting forth information concerning the
Selling Securityholders is superceded by the following table:
SELLING SECURITYHOLDERS
The following table sets forth the names of the Selling Securityholders,
the number of shares of Common Stock owned by each of them as of December 8,
1997 and the principal amount of Notes and number of Conversion Shares which
may be offered pursuant to this Prospectus. This information is based upon
information provided by Deutsche Bank AG, New York Branch, trustee under the
Indenture, and by or on behalf of the Selling Securityholders. The Selling
Securityholders may offer all, some or none of their Notes or Conversion
Shares.
<TABLE>
<CAPTION>
PRINCIPAL
PRINCIPAL AMOUNT OF COMMON
AMOUNT OF CONVERTIBLE COMMON COMMON STOCK
CONVERTIBLE NOTES STOCK OWNED STOCK OWNED
SECURITIES OFFERED PRIOR TO OFFERED AFTER
NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT
---- ----------- ------------ ------------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
AAM/Zazone Institutional Income $ 1,300,000 $ 1,300,000 26,804 26,804 0 *
Fund, L.P.(3)
Alexandra Global Investment $ 300,000 $ 300,000 6,186 6,186 0 *
Fund I, Ltd (15)
Arkansas PERS $ 1,400,000 $ 1,400,000 28,865 28,865 0 *
California Public Employees' $ 3,500,000 $ 3,500,000 72,165 72,165 0 *
Retirement System
Canadian Imperial Holdings, Inc. (14) $ 2,000,000 $ 2,000,000 41,237 41,237 0 *
CFW-C, L.P. (3) $ 1,500,000 $ 1,500,000 30,928 30,928 0 *
Christian Science Trustees for Gifts & $ 155,000 $ 155,000 3,195 3,195 0 *
Endowments
David Lipscomb University General $ 50,400 $ 50,400 1,039 1,039 0 *
Endowment (7)
Declaration of Trust for the Defined $ 620,000 $ 620,000 12,783 12,783 0 *
Benefit Plan of ICI American
Holdings Inc.
Declaration of Trust for the Defined $ 395,000 $ 395,000 8,144 8,144 0 *
Benefit Plan of Zeneca Holdings Inc.
Delaware PERS (4) $ 1,100,000 $ 1,100,000 22,680 22,680 0 *
Delaware State Employees $ 375,000 $ 375,000 7,732 7,732 0 *
Retirement Fund (20)
S-1.
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PRINCIPAL
PRINCIPAL AMOUNT OF COMMON
AMOUNT OF CONVERTIBLE COMMON COMMON STOCK
CONVERTIBLE NOTES STOCK OWNED STOCK OWNED
SECURITIES OFFERED PRIOR TO OFFERED AFTER
NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT
---- ----------- ------------ ------------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Deutsche Morgan Grenfell, $13,808,000 $13,808,000 284,701 284,701 0 *
Inc.(2)(11)
Equitable Life Assurance Separate $ 190,000 $ 190,000 3,917 3,917 0 *
Account Balanced (6)
Equitable Life Assurance Separate $ 1,855,000 $ 1,855,000 38,247 38,247 0 *
Account Convertibles (6)
First Church of Christ Scientist- $ 170,000 $ 170,000 3,505 3,505 0 *
Endowment
FIST- Franklin Convertible $ 300,000 $ 300,000 6,186 6,186 0 *
Securities Fund (21)
The Frist Foundation (6) $ 280,000 $ 280,000 5,773 5,773 0 *
General Motors Employees Domestic $ 2,645,000 $ 2,645,000 54,536 54,536 0 *
Group Trust (21)
Hawaiian Airlines Employees Pension $ 20,000 $ 20,000 412 412 0 *
Plan - IAM (9)
Hawaiian Airlines Pension Plan for $ 5,000 $ 5,000 103 103 0 *
Salaries Employees (9)
Hudson River Trust Balanced Account $ 535,000 $ 535,000 11,031 11,031 0 *
(6)
Hudson River Trust Growth & $ 1,195,000 $ 1,195,000 24,639 24,639 0 *
Income Account (6)
Hudson River Trust Growth Investors $ 790,000 $ 790,000 16,289 16,289 0 *
(6)
ICI American Holdings Pension $ 375,000 $ 375,000 7,731 7,731 0 *
Trust(5)
The J.W. McConnell Family $ 315,000 $ 315,000 6,494 6,494 0 *
Foundation (9)
Kapiolani Medical Center for Women $ 150,000 $ 150,000 3,092 3,092 0 *
and Children (4)
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 $ 1,005,000 $ 1,005,000 20,722 20,722 0 *
Retirement Fund (6)
Merrill Lynch Insurance Group (8) $ 300,000 $ 300,000 6,186 6,186 0 *
Merrill Lynch Pierce Fenner & Smith $ 500,000 $ 500,000 10,309 10,309 0 *
Inc. (5) (12)
NALCO Chemical Retirement Trust $ 225,000 $ 225,000 4,639 4,639 0 *
(4)
New York Life Separate Account #7 $ 1,000,000 $ 1,000,000 20,618 20,618 0 *
S-2.
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PRINCIPAL
PRINCIPAL AMOUNT OF COMMON
AMOUNT OF CONVERTIBLE COMMON COMMON STOCK
CONVERTIBLE NOTES STOCK OWNED STOCK OWNED
SECURITIES OFFERED PRIOR TO OFFERED AFTER
NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT
---- ----------- ------------ ------------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Occidental College $ 134,000 $ 134,000 2,762 2,762 0 *
OCM Convertible Limited Partnership (17) $ 20,000 $ 20,000 412 412 0 *
PRIM Board (5) $ 1,400,000 $ 1,400,000 28,865 28,865 0 *
Retirement Plan for Pilots of $ 35,000 $ 35,000 721 721 0 *
Hawaiian Airlines Inc. (9)
SBC Warburg Dillon Read Inc.(5) $ 200,000 $ 200,000 4,123 4,123 0 *
SMM Company B.V. $ 1,900,000 $ 1,900,000 39,175 39,175 0 *
Societe Generale Securities $ 5,000,000 $ 5,000,000 103,092 103,092 0 *
Corporation
Starvest Discretionary (4) $ 400,000 $ 400,000 8,247 8,247 0 *
State of Oregon Equity (9) $ 2,500,000 $ 2,500,000 51,546 51,546 0 *
State of Oregon/SAIF Corporation (16) $ 3,000,000 $ 3,000,000 61,856 61,856 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 $ 1,000,000 $ 1,000,000 20,619 20,619 0 *
Systems (16)
Thermo Electron Balanced Investment $ 540,000 $ 540,000 11,134 11,134 0 *
Fund
Warburg Dillon Read LLC (16) $ 500,000 $ 500,000 10,309 10,309 0 *
Zeneca Holdings Pension Trust (5) $ 375,000 $ 375,000 7,731 7,731 0 *
</TABLE>
_______________________
* 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 Bank Securities Inc., formerly known and here listed as 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, 1998 (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).
(5) The amount of Convertible Notes owned by each Selling Securityholder as
of January 23, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
S-3.
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(6) The amount of Convertible Notes owned by each Selling Securityholder as
of February 17, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(7) The amount of Convertible Notes owned by each Selling Securityholder as
of February 23, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(8) The amount of Convertible Notes owned by each Selling Securityholder as
of March 25, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(9) The amount of Convertible Notes owned by each Selling Securityholder as
of April 8, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(10) The amount of Convertible Notes owned by each Selling Securityholder as
of July 15, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(11) The amount of Convertible Notes owned by each Selling Securityholder as
of July 20, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(12) The amount of Convertible Notes owned by each Selling Securityholder as
of August 12, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(13) The amount of Convertible Notes owned by each Selling Securityholder as of
August 19, 1998 (assuming no Convertible Notes have been sold under this
Prospectus as of such date).
(14) The amount of Convertible Notes owned by each Selling Securityholder as of
October 1, 1998 (assuming no Convertible Notes have been sold under this
Prospectus as of such date).
(15) The amount of Convertible Notes owned by each Selling Securityholder as
of October 5, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(16) The amount of Convertible Notes owned by each Selling Securityholder as
of October 22, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(17) The amount of Convertible Notes owned by each Selling Securityholder as
of November 2, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(18) The amount of Convertible Notes owned by each Selling Securityholder as
of November 12, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(19) The amount of Convertible Notes owned by each Selling Securityholder as
of November 24, 1998 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(20) The amount of Convertible Notes owned by each Selling Securityholder as
of January 26, 1999 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(21) The amount of Convertible Notes owned by each Selling Securityholder as
of February 5, 1999 (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-4.
