<PAGE>
Filed Pursuant to
Rule 424 (b) (3) and (c)
File No. 333-38987
PROSPECTUS SUPPLEMENT NO. 21 DATED NOVEMBER 19, 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Selling Securityholders is superceded by the following table: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 40,210 40,210 0 *
Fund, L.P.(22)
Alexandra Global Investment $ 300,000 $ 300,000 9,279 9,279 0 *
Fund I, Ltd (22)
Arkansas PERS (22) $ 1,400,000 $ 1,400,000 43,303 43,303 0 *
California Public Employees' $ 3,500,000 $ 3,500,000 108,258 108,258 0 *
Retirement System (22)
Canadian Imperial Holdings, Inc. (22) $ 2,000,000 $ 2,000,000 61,862 61,862 0 *
CFW-C, L.P. (22) $ 1,500,000 $ 1,500,000 46,396 46,396 0 *
Christian Science Trustees for Gifts & $ 155,000 $ 155,000 4,794 4,794 0 *
Endowments (22)
David Lipscomb University General $ 50,400 $ 50,400 1,558 1,558 0 *
Endowment (22)
Declaration of Trust for the Defined $ 620,000 $ 620,000 19,177 19,177 0 *
Benefit Plan of ICI American
Holdings Inc. (22)
Declaration of Trust for the Defined $ 395,000 $ 395,000 12,217 12,217 0 *
Benefit Plan of Zeneca Holdings Inc.
Delaware PERS (22) $ 1,100,000 $ 1,100,000 34,024 34,024 0 *
Delaware State Employees $ 505,000 $ 505,000 15,620 15,620 0 *
Retirement Fund (22)
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 $13,808,000 427,095 427,095 0 *
Inc.(2)(22)
Equitable Life Assurance Separate $ 190,000 $ 190,000 5,876 5,876 0 *
Account Balanced (22)
Equitable Life Assurance Separate $ 1,855,000 $ 1,855,000 57,377 57,377 0 *
Account Convertibles (22)
The Frist Foundation (22) $ 280,000 $ 280,000 8,660 8,660 0 *
Hawaiian Airlines Employees Pension $ 20,000 $ 20,000 618 618 0 *
Plan - IAM (22)
Hawaiian Airlines Pension Plan for $ 5,000 $ 5,000 154 154 0 *
Salaries Employees (22)
Hudson River Trust Balanced Account $ 535,000 $ 535,000 16,548 16,548 0 *
(22)
Hudson River Trust Growth & $ 1,195,000 $ 1,195,000 36,962 36,962 0 *
Income Account (22)
Hudson River Trust Growth Investors $ 790,000 $ 790,000 24,435 24,435 0 *
(22)
ICI American Holdings Pension $ 375,000 $ 375,000 11,599 11,599 0 *
Trust(22)
The J.W. McConnell Family $ 315,000 $ 315,000 9,743 9,743 0 *
Foundation (22)
Kapiolani Medical Center for Women $ 150,000 $ 150,000 4,639 4,639 0 *
and Children (22)
Mainstay Convertible Fund (22) $ 2,000,000 $ 2,000,000 61,862 61,862 0 *
McMahon Securities Company, L.P. (22) $ 134,000 $ 134,000 4,144 4,144 0 *
Memphis Light Water & Gas $ 1,005,000 $ 1,005,000 31,085 31,085 0 *
Retirement Fund (22)
Merrill Lynch Insurance Group (22) $ 300,000 $ 300,000 9,279 9,279 0 *
Merrill Lynch Pierce Fenner & Smith $ 500,000 $ 500,000 15,465 15,465 0 *
Inc. (22)
NALCO Chemical Retirement Trust $ 225,000 $ 225,000 6,959 6,959 0 *
(22)
New York Life Separate Account #7 $ 1,000,000 $ 1,000,000 30,931 30,931 0 *
(22)
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 (22) $ 134,000 $ 134,000 4,144 4,144 0 *
OCM Convertible Limited Partnership (22) $ 20,000 $ 20,000 618 618 0 *
PRIM Board (22) $ 1,400,000 $ 1,400,000 43,303 43,303 0 *
Putnam Convertible Income- $ 500,000 $ 500,000 15,465 15,465 0 *
Growth Trust (23)
Putnam High Income Convertible $ 300,000 $ 300,000 9,279 9,279 0 *
and Bond Fund (23)
Retirement Plan for Pilots of $ 35,000 $ 35,000 1,082 1,082 0 *
Hawaiian Airlines Inc. (22)
Salomon Smith Barney Inc. (23) $ 500,000 $ 500,000 15,465 15,465 0 *
SBC Warburg Dillon Read Inc. (22) $ 200,000 $ 200,000 6,186 6,186 0 *
SMM Company B.V. (22) $ 1,900,000 $ 1,900,000 58,768 58,768 0 *
SG Cowen Securities Corp. (22) $ 4,100,000 $ 4,100,000 126,817 126,817 0 *
Starvest Discretionary (22) $ 400,000 $ 400,000 12,372 12,372 0 *
State of Oregon Equity (22) $ 2,500,000 $ 2,500,000 77,327 77,327 0 *
State of Oregon/SAIF Corporation (22) $ 3,000,000 $ 3,000,000 92,793 92,793 0 *
Summer Hill Global Partners L.P. (22) $ 60,000 $ 60,000 1,855 1,855 0 *
The TCW Group, Inc. (22) $ 8,390,000 $ 8,390,000 259,511 259,511 0 *
Tennessee Consolidated Retirement $ 1,000,000 $ 1,000,000 30,931 30,931 0 *
Systems (22)
Warburg Dillon Read LLC (22) $ 500,000 $ 500,000 15,465 15,465 0 *
Zeneca Holdings Pension Trust (22) $ 375,000 $ 375,000 11,599 11,599 0 *
</TABLE>
_______________________
* Less than one percent.
(1) Includes Conversion Shares based on a conversion price of $32.33 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).
(22) The amount of Convertible Notes owned by each Selling Securityholder as
of August 9, 1999 (assuming no Convertible Notes have been sold under
this Prospectus as of such date).
(23) The amount of Convertible Notes owned by each Selling Securityholder as
of November 19, 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.