WIND RIVER SYSTEMS INC
8-K, EX-99.1, 2000-10-25
COMPUTER PROGRAMMING SERVICES
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                                                                   EXHIBIT 99.1


CONTACT: Pamela Sufi                        Jordan Brysk
         Public Relations                   Investor Relations
         510-749-2340                       510-749-2496
         [email protected]          [email protected]
         www.windriver.com                  www.windriver.com

FOR IMMEDIATE RELEASE

                        WIND RIVER TO ACQUIRE RAPID LOGIC

                DEVICE MANAGEMENT PRODUCTS IMPROVE TIME TO MARKET
                           FOR NETWORK EQUIPMENT OEMS

ALAMEDA, CALIF., OCTOBER 9, 2000--Wind River Systems, Inc. (Nasdaq:WIND), a
leading provider of software and services for smart devices in the Internet age,
and Rapid Logic, Inc., today announced that the companies have entered into a
definitive agreement for Wind River to acquire Rapid Logic, the pre-eminent
provider of advanced device management technologies for networking equipment and
other intelligent devices. The acquisition enables Wind River to offer a wider
range of integrated, embedded networking technologies to developers of
sophisticated data networking and telecommunications equipment, such as Ethernet
switches, IP routers, access concentrators, optical switches, and xDSL systems.

Wind River will acquire Rapid Logic for a total of 1,429,698 shares of Wind
River stock and the acquisition will be accounted for as a purchase transaction.
The closing of the acquisition is subject to a number of conditions, including
approval by the stockholders of Rapid Logic and other customary closing
conditions, and is expected to close in the current fiscal quarter (Q3 FY 2001).
The transaction is expected to be accretive to earnings in the next fiscal year.

"The explosion of the Internet has laid the groundwork for a world of trillions
of smart, connected devices and the corporations and service providers that
support these devices need rock-solid, secure, and easy-to-use management
features in their network infrastructure equipment. The suppliers of this
network infrastructure equipment have increasingly been turning to Rapid Logic
to get leading edge technologies that will enable them to add management
capabilities into their products," said Tom St. Dennis, president and chief
executive officer of Wind River. "Bringing Rapid Logic into the Wind River team
will allow us to strengthen our position as a leading supplier of embedded
software technology to builders of Internet infrastructure gear."

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                                                                    Page 2 of 3

David Fraser, vice president and general manager of Wind River's Networks
business unit added, "Rapid Logic has been a close WindLink-TM- partner for
several years, and we have been a distributor of its products for the past year.
Our sales force, marketing staff and networking engineers are all very familiar
with its products and personnel. We fully expect the integration of our
operations to go very smoothly."

Rapid Logic's RapidControl-TM- product suite unifies device management functions
within a single, robust and integrated framework. This provides device
manufacturers the ability to build a variety of management layers quickly and
systematically upgrade and customize user interfaces across multiple product
releases and product lines. Rapid Logic's products have been deployed by the top
10 device manufacturers in the datacom, telecom and office automation
industries. More than 100 manufacturers use RapidControl in their smart
connected devices.

"Bringing Rapid Logic's device management products into Wind River is a natural
and logical move. Developers will be able to come to a single source for the
products they need to build their next-generation embedded applications and
devices. Wind River and Rapid Logic have been serving a growing list of mutual
customers for some time now so the working model is proven. Becoming a part of
Wind River means the Rapid Logic's products will be available to more customers
than ever before and delivers on the promise of an end-to-end solution. And, the
strength of Rapid Logic's engineering means seamless integration into the Wind
River product line," said Mark Sigal, president, chief executive officer and
co-founder of Rapid Logic.

The majority of Rapid Logic's staff will be incorporated into Wind River's
networks business unit. Mark Sigal will report to David Fraser. Rapid Logic's
other co-founders and senior management will report to the engineering group in
Wind River's networks business unit.

ABOUT RAPID LOGIC
Rapid Logic is the leading provider of intelligent device management software
that enables manufacturers of network devices to incorporate remote management
capabilities into their products via the Internet. Its RapidControl product
suite unifies all device management functions within a single, robust and
integrated framework. This provides vendors the ability to build a variety of
management layers quickly and to systematically upgrade and customize management
interfaces across multiple product releases and product lines. The top 10 device
manufacturers in the datacom, telecom and office automation industries currently
deploy RapidControl products. More than 100 intelligent device manufacturers
have deployed RapidControl products on more than 200 platforms.

                                    --more--

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                                                                     Page 3 of 3

With RapidControl products, device vendors can easily create their own powerful
Internet-based configuration, access and control applications in a fraction of
the time and cost it took previously.

ABOUT WIND RIVER
Wind River, www.windriver.com, is a 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, digital consumer
electronics, networking, medical, computer peripherals, automotive, industrial
automation and control, and aerospace/defense markets. Wind River is how smart
things think. Founded in 1983, Wind River is headquartered in Alameda,
California, with operations in sixteen countries worldwide.

                                     -XXX-

WIND RIVER SYSTEMS AND THE WIND RIVER SYSTEMS LOGO ARE REGISTERED TRADEMARKS OF
WIND RIVER SYSTEMS, INC. OTHER NAMES ARE REGISTERED TRADEMARKS OR TRADEMARKS OF
THE RESPECTIVE COMPANIES OR ORGANIZATIONS.


This press 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. For this purpose, any
statements contained in this press release that are not statements of historical
fact may be deemed to be forward-looking statements. Words such as "believes,"
"anticipates," "plans," "expects," "will," "would," "look forward" and similar
expressions are intended to identify forward-looking statements. There are a
number of important factors that could cause the results of Wind River or Rapid
Logic to differ materially from those indicated by these forward-looking
statements, including, among others, risks detailed in Wind River's most recent
Form 10-K and other reports filed with the Securities and Exchange Commission.
Additional factors that could cause or contribute to such differences include,
but are not limited to, risks relating to the consummation of the contemplated
acquisition transaction, including the risk that stockholder approval might not
be obtained in a timely manner, or at all. In addition, statements in this press
release relating to the expected benefits of the contemplated acquisition
transaction are subject to risks relating to the timing and successful
integration of the technologies of Wind River and Rapid Logic, retention of key
personnel, the ability to maintain or expand existing relationships between
Rapid Logic and its customers, unanticipated expenditures, changing
relationships with customers and suppliers and other factors.



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