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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: February 15, 2000
(Date of Earliest Event Reported)
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
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Item 2. Acquisition or Disposition of Assets.
On February 15, 2000, Wind River Systems, Inc. ("Wind River") completed
an acquisition in which it acquired Integrated Systems, Inc. ("ISI") in a
stock-for-stock transaction. ISI was acquired pursuant to an Agreement and Plan
of Merger and Reorganization, dated as of October 21, 1999 (the "Merger
Agreement"), by and among Wind River, ISI and University Acquisition Corp., a
wholly owned subsidiary of Wind River ("Merger Sub"). Pursuant to the Merger
Agreement, Merger Sub was merged with and into ISI, with ISI being the surviving
corporation (the "Merger"). As a result of the Merger, ISI became a wholly owned
subsidiary of Wind River. In connection with the Merger: (a) each outstanding
share of ISI common stock will be exchanged for .92 of a share of Wind River
common stock, resulting in the issuance of an aggregate of 22,488,916 shares of
Wind River common stock for all outstanding shares of ISI common stock, and (b)
all options to purchase shares of ISI common stock outstanding immediately prior
to the consummation of the Merger were converted into options to purchase shares
of Wind River common stock.
The Merger was intended to qualify as a tax-free reorganization and to
be accounted for as a "pooling of interests." Wind River's press release, dated
February 15, 2000, titled "Wind River Announces the Completion of its
Acquisition of Integrated Systems" is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a. The required financial statements will be filed by amendment
as soon as practicable.
b. The required pro forma financial information will be filed by
amendment as soon as practicable.
c. Exhibits
2.1 Agreement and Plan of Merger and Reorganization,
dated as of October 21, 1999, among Wind River
Systems, Inc., University Acquisition Corp. and
Integrated Systems, Inc. (incorporated by reference
to Exhibit 2.1 to Wind River Systems, Inc.'s
Registration Statement on Form S-4 (No. 333-91545)
filed November 23, 1999, as amended).
99.1 Press Release titled "Wind River Announces the
Completion of its Acquisition of Integrated Systems"
dated February 15, 2000.
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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: February 28, 2000 By: /s/ RICHARD W. KRABER
-------------------------------
Richard W. Kraber
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as of
October 21, 1999, among Wind River Systems, Inc., University
Acquisition Corp. and Integrated Systems, Inc. (incorporated
by reference to Exhibit 2.1 to Wind River Systems, Inc.'s
Registration Statement on Form S-4 (No. 333-91545) filed
November 23, 1999, as amended).
99.1 Press Release titled "Wind River Announces the Completion of
its Acquisition of Integrated Systems" dated February 15,
2000.
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Exhibit 99.1
WIND RIVER ANNOUNCES THE COMPLETION OF ITS ACQUISITION OF INTEGRATED SYSTEMS
ALAMEDA, CALIF., FEB. 15, 2000 -- Wind River Systems, Inc. (Nasdaq:WIND), a
leader in embedded development software and services for the Internet era,
announced today that is has completed its acquisition of Integrated Systems,
Inc. (ISI) (Nasdaq: INTS) a provider of embedded systems software for a broad
range of industries including telecom/datacom, consumer electronics, automotive,
and aerospace. Based on Wind River Systems' closing price on February 15, 2000
of $41.50, the stock-for-stock merger is valued at approximately $930 million.
The transaction has been approved by the boards of directors and the
shareholders of both companies. All other regulatory matters have been
satisfied. Under the merger agreement announced October 21, 1999, each
outstanding share of Integrated Systems stock will be exchanged for .92 shares
of Wind River Systems, resulting in the issuance of an aggregate of 22,488,916
shares of Wind River Systems common stock for all outstanding shares of
Integrated Systems stock. Wind River also assumed the outstanding options under
the Integrated Systems employee stock option plans and other outstanding
equity-based compensation arrangements. The merger will be accounted for as a
pooling of interests. The companies will begin operating as one integrated
organization as of February 16, 2000.
For additional information, please join the conference call at 3:00 p.m. Pacific
Standard Time, by calling 888-593-6346 in the U.S. and 706-634-2373
internationally. A follow-on press announcement and webcast with more product
details will occur at the Embedded Systems Conference, Spring in Chicago,
Illinois on February 29, 2000 at 12:30 p.m. Pacific Standard Time. To listen,
please call 888-593-6346 in the U.S. and 706-634-2244 internationally.
"This is a great day. I am delighted that our respective shareholders are as
excited about the new Wind River as we are," remarked Tom St. Dennis, president
and CEO of Wind River. "We have spent the last two months preparing for this
venture -- while continuing to execute on the day to day business -- and I am
pleased with the results. With more than 500 software engineers, 250
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services engineers and a sales force that has doubled in size, our new combined
organization is well suited to meet the needs of our customer base and expand
the reach of our innovative product line into new companies, geographical
regions, and markets."
"It has been a pleasure to work with the entire Wind River team. Everyone has
been very welcoming and eager to build a world class embedded software
organization," added Chuck Boesenberg, president and CEO of Integrated Systems.
"I look forward to continuing my work with Wind River chief financial officer
Dick Kraber and the merger transition team on the integration of these two
dynamic organizations through the end of 2000."
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, networking,
medical, computer peripherals, automotive, industrial 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
fifteen countries worldwide.
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, THE RISKS INHERENT IN ACQUISITIONS OF TECHNOLOGIES AND BUSINESSES, INCLUDING
THE INTEGRATION OF SEPARATE WORKFORCES, THE TIMING AND SUCCESSFUL COMPLETION OF
TECHNOLOGY AND PRODUCT DEVELOPMENT THROUGH PRODUCTION READINESS, INTEGRATION OF
SUCH TECHNOLOGIES AND BUSINESSES INTO WIND RIVER SYSTEMS, UNANTICIPATED
EXPENDITURES, CHANGING RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND STRATEGIC
PARTNERS AND OTHER FACTORS DESCRIBED IN THE COMPANY'S MOST RECENT FORM 10-K AND
OTHER PERIODIC FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONTACT: Pamela Sufi De Anna Mekwunye
Public Relations Investor Relations
Wind River Wind River
510-749-2340 510-749-2577
[email protected] [email protected]
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Wind River Systems and the Wind River Systems logo registered trademarks of Wind
River Systems, Inc. Tornado is a trademark of Wind River Systems, Inc. Other
names are registered trademarks or trademarks of the respective companies or
organizations.
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