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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2000
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 5. Other Events
THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
FORWARD-LOOKING STATEMENTS CONTAINED HEREIN INVOLVE RISKS AND UNCERTAINTIES,
INCLUDING THOSE RELATING TO THE POSSIBLE INABILITY TO COMPLETE THE MERGER
TRANSACTION INVOLVING WIND RIVER SYSTEMS, INC., A DELAWARE CORPORATION ("WIND
RIVER"), AND EMBEDDED SUPPORT TOOLS CORPORATION, A MASSACHUSETTS CORPORATION
("EST"), AS SCHEDULED, OR AT ALL, AND THOSE ASSOCIATED WITH THE ABILITY OF
THE COMBINED COMPANY TO ACHIEVE THE ANTICIPATED BENEFITS OF THE MERGER.
ACTUAL RESULTS AND DEVELOPMENTS MAY DIFFER MATERIALLY FROM THOSE DESCRIBED OR
INCORPORATED BY REFERENCE IN THIS REPORT. FOR MORE INFORMATION ABOUT WIND
RIVER AND RISKS ARISING WHEN INVESTING IN WIND RIVER, INVESTORS ARE DIRECTED
TO WIND RIVER'S MOST RECENT REPORT ON FORM 10-K AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.
On February 28, 2000, Wind River announced that it entered into a
definitive merger agreement with EST. The definitive merger agreement
contemplates that, subject to the satisfaction of certain conditions
contained therein, including the approval of the merger referred to therein
by the stockholders of EST and the expiration or early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, Wind River would acquire EST in a stock-for-stock
transaction. Upon consummation of the merger, Wind River will issue
approximately 6.3 million shares of its common stock for all of the
outstanding equity securities of EST.
Wind River's press release, dated February 28, 2000, entitled "Wind
River To Acquire Embedded Support Tools Corporation" is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
99.1 Press Release dated February 28, 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: March 1, 2000 BY: /S/ RICHARD W. KRABER
-------------------------
Richard W. Kraber
Chief Financial Officer
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Exhibit 99.1
WIND RIVER TO ACQUIRE EMBEDDED SUPPORT TOOLS CORPORATION
ADDITION OF HARDWARE TOOLS AND EXPERTISE EXPANDS WIND RIVER'S PRODUCT
LINE; STRENGTHENS COMPLETE SOLUTIONS APPROACH
ALAMEDA, Calif./CANTON, Mass.--(BUSINESS WIRE)--Feb. 28, 2000-- Wind River
Systems, Inc. (Nasdaq:WIND -news) a leader in embedded development software
and services for the Internet era, and Embedded Support Tools Corporation
(EST) today announced a definitive agreement for Wind River to acquire EST, a
worldwide provider of integrated hardware and software tools for programming,
testing and debugging embedded systems.
Wind River will purchase EST for 6.3 million shares of Wind River stock. The
closing of the acquisition is subject to a number of conditions, including
approval by the shareholders of EST and obtaining the necessary approvals
under applicable antitrust laws. The transaction is expected to be accretive
to earnings in the first full year of operations.
For additional information please join the conference call at 8:00 a.m.
Pacific Standard Time on February 29, 2000, by calling 800/863-4938 in the
U.S. and 706/634-7025 internationally. You may also listen in live via our
webcast at www.windriver.com.
Founded in 1989 and headquartered in Canton, Massachusetts, EST now employs
over 150 people worldwide. EST is a worldwide provider of integrated hardware
and software tools for programming, testing and debugging embedded systems.
EST's products enable developers to quickly and reliably program and debug
the embedded systems that manufacturers build into their industrial and
consumer products.
The acquisition agreement with Wind River foregoes EST's plan for an initial
public offering as had been previously filed in a registration statement with
the Securities and Exchange Commission. In that statement, EST reported
revenues of $28.5 million for the year ended December 31, 1999, up 56% over
revenues of $18.3 million in 1998.
"The complexity of today's smart devices combined with time-to-market
pressures is driving our customers to increasingly demand both broader and
more in-depth embedded computing technology," commented Tom St. Dennis, CEO
of Wind River. "EST's products and expertise fill a crucial need for our
customers by shortening the development time associated with porting,
integrating, and testing our VxWorks-Registered Trademark- and
pSOS-Registered Trademark- software systems with custom hardware. We will
also be able to support our semiconductor partners with complete end-to-end
development solutions, thus ensuring that our common customers have immediate
access to the latest hardware and software innovations on the market."
"We are thrilled to be part of the new Wind River, and are confident that as
we head into the next wave of Internet computing, our products, people and
technologies will play a major role in the company's success," said Peter
Dawson, president of EST.
"EST has been a close WindLink-TM- partner for many years, and our
hardware-assisted tools are already well integrated with the Tornado-TM-
platform. Like Wind River, we believe that delivering start-to-finish
solutions from a single source provides tremendous value for our customers,
as well as a unique competitive advantage in
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the marketplace."
Peter Dawson will assume the position of vice president and general manager
of a new Wind River business unit focused on creating complete solutions
targeted at hardware/software integration. Peter will report directly to Tom
St. Dennis. Business unit products will include on-chip debug emulators that
ease development of low-level software such as device drivers as well as
complex embedded application code. Further products will include turnkey
hardware and software reference designs incorporating a variety of embedded
microprocessors. These development platforms will help customers in their
respective industries speed the development of Internet infrastructure
products, digital consumer electronic devices, and Internet appliances.
"Wind River is always looking for ways to shorten our customers'
time-to-market and improve our core offering," said Curt Schacker, vice
president of corporate marketing and business development for Wind River.
"Some of our initial success came from having a turnkey software system that
could be up and running on a standard hardware board in less than one day.
Today, most products using embedded software are built on customized hardware
platforms -- but the needs of embedded developers have not changed. The less
time it requires to integrate the hardware and software, the shorter the
overall development cycle. The addition of EST to the family brings this core
competency back to the forefront."
About Embedded Support Tools Corporation
Embedded Support Tools Corp. (www.estc.com) was founded in 1989 by principals
with a clear vision for the quickly changing needs of the real-time, embedded
microprocessor development community. Armed with that vision, EST Corp. has
rapidly become the leading supplier of value-priced and high performance
development systems for Motorola's 683xx-TM-, PowerPC-TM-, and
ColdFire-Registered Trademark-families. In 1997, the company was listed as
one of Inc. Magazines' 500 fastest growing privately held companies. In 1998
EST became the largest supplier of hardware assisted development tools
supporting Motorola high-end processors, providing its products and services
to customers throughout the world. About Wind River Systems, Inc.
Wind River Systems, Inc. (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, 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, RISKS RELATING TO THE CONSUMMATION OF THE CONTEMPLATED
TRANSACTION, INCLUDING THE RISK THAT REQUIRED REGULATORY CLEARANCES OR
SHAREHOLDER 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 TRANSACTION ARE SUBJECT TO RISKS RELATING TO THE TIMING
AND SUCCESSFUL COMPLETION OF TECHNOLOGY AND PRODUCT DEVELOPMENT THROUGH
PRODUCTION READINESS, INTEGRATION OF THE TECHNOLOGIES AND BUSINESSES OF WIND
RIVER AND EST, UNANTICIPATED EXPENDITURES, CHANGING RELATIONSHIPS WITH
CUSTOMERS, SUPPLIERS AND STRATEGIC PARTNERS AND OTHER FACTORS DESCRIBED IN
THE MOST RECENT FORM 10-K
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AND OTHER PERIODIC REPORTS FILED BY WIND RIVER, AND AMENDMENT NO. 2 TO THE
FORM S-1 REGISTRATION STATEMENT FILED BY EST, WITH THE SECURITIES AND
EXCHANGE COMMISSION. WIND RIVER UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE
ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS, OR OTHERWISE.
# # # #
Note to Editors: Wind River, and the Wind River logo are registered
trademarks and Tornado is a trademark of Wind River, Inc. All other names
mentioned are trademarks, registered trademarks or service marks of their
respective companies.
Contact:
Wind River Systems, Inc.
Pamela Sufi, 510/749-2340 (PR Contact)
[email protected]
De Anna Mekwunye, 510/749-2172 (IR Contact)
[email protected]
www.windriver.com
or
EST Corp.
Walt Sully, 781/828-5588
[email protected]
www.estc.com
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