<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): April 22, 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
<PAGE>
ITEM 5. OTHER EVENTS
On April 22, 1999, Ronald A. Abelmann, President and Chief Executive
Officer of Wind River Systems, Inc., announced his intention to relinquish
his responsibilities as President and Chief Executive Officer after the
annual meeting of stockholders to be held on June 24, 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 April 22, 1999
</TABLE>
2.
<PAGE>
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: April 30, 1999 /s/ Richard W. Kraber
----------------------------------
Richard W. Kraber
Vice President and Chief Financial Officer
3.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Page
- ------ ----------- ----
<S> <C> <C>
99.1 Press Release issued April 22, 1999 5
</TABLE>
4.
<PAGE>
WIND RIVER CEO ANNOUNCES INTENTION TO STEP DOWN
ALAMEDA, Calif., April 22, 1999 -- Wind River Systems, Inc. (NASDAQ: WIND),
today announced that Ronald A. Abelmann, President and Chief Executive Officer,
will relinquish his responsibilities as President and Chief Executive Officer
after the annual meeting of stockholders to be held on June 24, 1999. Mr.
Abelmann advised the Board of Directors of his decision at a regularly scheduled
meeting held earlier today. He will remain on the Board following this change.
The Board will initiate an immediate search for a new Chief Executive. In the
interim, to effect a smooth transition, the company will be headed by Jerry L.
Fiddler, Chairman of the Board, and Mr. Abelmann in a newly-created Office of
the Chairman.
"Wind River has enjoyed tremendous growth under Ron's leadership," Mr. Fiddler
remarked. "Since he took the helm five years ago, our revenues have grown
tremendously, increasing nearly five-fold, and we are now the leader in the
embedded systems market. Ron has been an invaluable asset. We are pleased that
Ron will remain on our Board and continue to work with the company as a valued
advisor."
"This has been an incredible growth period for me and for Wind River," said Mr.
Abelmann. "I do not regard this as my leaving the company but more as a role
change. I will remain fully engaged in the success of the company, and in its
transition to a new, world-class CEO."
WIND RIVER SYSTEMS, INC.
Wind River Systems, Inc., an ISO 9001 registered company, is the leading
provider of integrated software development tools for real-time embedded
applications in the Internet, telecommunications, data communications, office
automation, networking, computer peripherals, medical, automotive, industrial,
aerospace and multimedia markets. Through the industry's most comprehensive
product line and customer support, Wind River enables customers to develop and
reuse application software across a variety of products and platforms,
shortening development cycles and improving time-to-market. Incorporated in
1983, Wind River is headquartered in Alameda, Calif., with representation
worldwide. Wind River reported revenues of $129.4 million in fiscal 1999, a 40
percent increase from fiscal 1998.
Note to Editors: Wind River Systems and the Wind River Systems logo are
trademarks or registered trademarks of Wind River Systems, Inc.
###
5.
