WIND RIVER SYSTEMS INC
424B3, 2000-08-01
COMPUTER PROGRAMMING SERVICES
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                                                Filed pursuant to Rule 424(b)(3)
                                                Registration Statement 333-38180


                                 957,169 SHARES

                            WIND RIVER SYSTEMS, INC.

                                  COMMON STOCK

                              --------------------

     The selling stockholders listed on pages 14 and 15 are offering up to
957,169 shares of Wind River Systems, Inc. common stock which are issuable by
Wind River to the selling stockholders at any time upon demand in exchange for
exchangeable shares of AudeSi Technologies Inc. ("Exchangeable Shares") held
or to be held upon conversion of the preferred stock, series B by the
selling stockholders.  AudeSi has issued the Exchangeable Shares and the
preferred stock, series B to the selling stockholders in connection with the
acquisition of AudeSi by Wind River on May 1, 2000.

     Our common stock trades on the Nasdaq National Market under the symbol
WIND. On July 25, 2000, the last reported sale price of our common stock was
$31.19 per share.

     We will not be paying any underwriting discounts or commissions in this
offering.

                              --------------------

          INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.

                              --------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


This prospectus is dated July 31, 2000.

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                                TABLE OF CONTENTS
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                                                                                                  PAGE
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WIND RIVER..........................................................................................3
RISK FACTORS........................................................................................4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS...............................................12
WHERE YOU CAN FIND MORE INFORMATION ABOUT WIND RIVER AND THIS OFFERING.............................13
USE OF PROCEEDS....................................................................................13
SELLING STOCKHOLDERS...............................................................................14
PLAN OF DISTRIBUTION...............................................................................16
LEGAL MATTERS......................................................................................18
EXPERTS............................................................................................18
</TABLE>
     We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction in which it is unlawful. The information
in this prospectus is current as of the date on the cover.

                                       2.
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                                   WIND RIVER

     Wind River Systems, Inc. develops, markets and supports advanced software
operating systems and development tools that allow customers to create complex,
robust, real-time software applications for embedded computers. An embedded
computer consists of a microprocessor, memory and software that are incorporated
into a larger device and dedicated to responding to external events by
performing specific tasks quickly, predictably and reliably. Some examples of
embedded computers are:

       -   telecommunications products such as PABX, routers, central office
           switches and call processing systems;
       -   office products such as fax machines, laser printers and
           photocopiers;
       -   vehicle anti-lock brakes and navigation systems;
       -   consumer products such as camcorders, video games and set-top boxes;
       -   medical instrumentation and imaging systems;
       -   industrial automation equipment such as robots; and
       -   aerospace devices such as NASA's Mars probe, Pathfinder.

     Our products enable customers to enhance the performance of their products,
standardize designs across projects, reduce research and development costs and
shorten product development cycles.

     We are a Delaware corporation. Our principal offices are located at 500
Wind River Way, Alameda, California 94501, and our telephone number is
(510)748-4100. In this prospectus, "Wind River," "we" and "our" refer to Wind
River Systems, Inc. unless the context otherwise requires.


                                       3.
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                                  RISK FACTORS

     OUR BUSINESS FACES SIGNIFICANT RISKS. THE RISKS DESCRIBED BELOW MAY NOT BE
THE ONLY RISKS WE FACE. ADDITIONAL RISKS THAT WE DO NOT YET KNOW OF OR THAT WE
CURRENTLY THINK ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY
OF THE EVENTS OR CIRCUMSTANCES DESCRIBED IN THE FOLLOWING RISKS ACTUALLY OCCURS,
OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED AND THE MARKET PRICE OF OUR COMMON STOCK COULD DECLINE.

OUR REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY FROM PERIOD TO
PERIOD AND CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DECLINE.

     Our revenues and operating results have fluctuated significantly in the
past and may continue to do so in the future. If our quarterly or annual
operating results do not meet the expectations of securities analysts and
investors, the market price of our common stock could decline significantly. A
number of factors, many of which are outside our control, may cause or
contribute to these fluctuations, including:

       -   the amount and timing of orders we receive;
       -   changes in the length of our products' sales cycles, which increase
           as our customers' purchase decisions become more strategic and are
           made at higher management levels;
       -   the success of our customers' products from which we derive our
           royalty revenues;
       -   the mix of our revenues from the sale of services (which have lower
           gross margins than our revenues from the sale of products) as
           compared to products;
       -   our ability to control our operating expenses, which we anticipate
           will continue to increase;
       -   our ability to continue to develop, introduce and ship competitive
           new products and product enhancements quickly;
       -   announcements, new product introductions and price reductions by our
           competitors;
       -   our ability to manage costs for fixed-price consulting engagements;
       -   changes in business cycles that affect the markets in which we sell
           our products;
       -   economic conditions generally and in international markets, which
           historically have provided a significant portion of our revenues; and
       -   foreign currency exchange rates.

     In addition, we often recognize a significant portion of our quarterly
revenues from orders we receive and ship in the last month of the quarter and,
as a result, we may not be able to forecast our revenues until late in the
period. Further, our customers historically have purchased more of our products
in our fourth fiscal quarter than in other quarters. A decrease in orders is
likely to adversely and disproportionately affect our operating results, because
a significant portion of our expenses are fixed and are based, in part, on our
expectations of future revenues. Therefore, we have a limited ability to reduce
expenses in response to a shortfall in anticipated revenues. We believe that
period-to-period comparisons of our operating results may not be meaningful, and
should not be relied on as an indication of our future performance.

IF WE DO NOT INTEGRATE OUR PRODUCTS WITH THOSE OF COMPANIES WE HAVE ACQUIRED, WE
MAY LOSE CUSTOMERS AND FAIL TO ACHIEVE OUR FINANCIAL OBJECTIVES.

     We recently completed three significant business acquisitions. In
February, March and May 2000, we acquired Integrated Systems, Inc., Embedded
Support Tools Corporation and AudeSi Technologies, Inc. Achieving the
benefits of the acquisitions depends in part on the integration of Wind
River's, Integrated Systems', Embedded Support Tools' and AudeSi's products
in a timely and efficient manner. In order for us to provide enhanced and
more valuable products to our customers since the

                                       4.
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acquisitions, we will need to integrate the product lines and development
organizations of Wind River and the acquired companies. This will be
difficult and unpredictable because these products are highly complex, have
been developed independently and were designed without regard to such
integration. If we cannot successfully integrate these products and continue
to provide customers with products and new product features in the future on
a timely basis, we may lose customers and our business and results of
operations may be seriously harmed.

IF WE ARE NOT SUCCESSFUL IN INTEGRATING OUR ORGANIZATIONS, WE WILL NOT BE ABLE
TO OPERATE EFFICIENTLY.

     Achieving the benefits of the acquisitions also depends in part on the
successful integration of Wind River's, Integrated Systems', Embedded Support
Tools' and AudeSi's operations and personnel in a timely and efficient manner.
Such integration requires coordination of different development and engineering
teams. This, too, will be difficult and unpredictable because of possible
cultural conflicts and different opinions on technical decisions and product
roadmaps. If we cannot successfully integrate our operations and personnel, we
will not realize the expected benefits of the acquisitions.

INTEGRATING OUR COMPANIES MAY DIVERT MANAGEMENT'S ATTENTION AWAY FROM OUR
OPERATIONS.

     Successful integration of Wind River's, Integrated Systems', Embedded
Support Tools' and AudeSi's operations, products and personnel may place a
significant burden on our management and our internal resources. The diversion
of management attention and any difficulties encountered in the transition and
integration process could have a material adverse effect on the combined
company's business, financial condition and operating results.

IF WE DO NOT SUCCESSFULLY INTEGRATE THE COMPANIES INTO A SINGLE BUSINESS AND
REALIZE THE EXPECTED BENEFITS OF THE ACQUISITIONS, WE WILL HAVE INCURRED
SIGNIFICANT COSTS, WHICH MAY HARM OUR BUSINESS.

     Wind River expects to incur costs from integrating Integrated Systems',
Embedded Support Tools' and AudeSi's operations, products and personnel. These
costs may be substantial and may include costs for:

       -   employee redeployment, relocation or severance;
       -   conversion of information systems;
       -   combining research and development teams and processes;
       -   reorganization or closures of facilities; and
       -   relocation or disposition of excess equipment.

     We do not know whether Wind River will be successful in these integration
efforts and cannot assure you that we will realize the expected benefits of the
acquisitions.

FAILURE TO RETAIN KEY EMPLOYEES COULD DIMINISH THE BENEFITS OF THE ACQUISITIONS.

     The successful combination of Wind River, Integrated Systems, Embedded
Support Tools and AudeSi depends in part on the retention of key personnel.
There can be no assurance that Wind River will be able to retain Integrated
Systems', Embedded Support Tools' and AudeSi's key management, technical, sales
and customer support personnel, or that Wind River will realize the anticipated
benefits of the acquisitions.

IF CUSTOMER RELATIONSHIPS ARE DISRUPTED BY THE ACQUISITIONS, OUR SALES COULD
DECLINE.

     Customers may not continue their buying patterns in place prior to the
acquisitions. Any significant delay or reduction in orders for Wind River's,
Integrated Systems', Embedded Support Tools' or AudeSi's

                                       5.
<PAGE>

products could have a material adverse effect on the combined company's
business, financial condition and results of operations. Customers may defer
purchasing decisions as they evaluate the likelihood of successful integration
of Wind River's, Integrated Systems', Embedded Support Tools' and AudeSi's
products and the combined company's future product strategy. Customers may also
consider purchasing products of competitors. In addition, by increasing the
breadth of Wind River's, Integrated Systems', Embedded Support Tools' and
AudeSi's business, the acquisitions may make it more difficult for the combined
company to enter into relationships, including customer relationships, with
strategic partners, some of whom may view the combined company as a more direct
competitor than Wind River, Integrated Systems, Embedded Support Tools or AudeSi
as an independent company.

WE FACE INTENSE COMPETITION, WHICH COULD DECREASE DEMAND FOR OUR PRODUCTS OR
CAUSE US TO REDUCE THEIR PRICES.

     The embedded real-time software industry is highly competitive. We believe
that our principal competition comes from companies that develop real-time
operating systems in-house rather than purchase these systems from independent
software vendors such as Wind River. We also compete with other independent
software vendors, including:

       -   Accelerated Technology, Inc.;
       -   Mentor Graphics, Inc.;
       -   Microsoft Corporation;
       -   Microware Systems Corporation;
       -   Motorola, Inc.;
       -   QNX Software Systems, Ltd.;
       -   Sun Microsystems, Inc.; and
       -   Symbian Inc.

     Recently, a number of companies, including RedHat, Inc. and Lynx Real-Time
Systems, Inc. have promoted Linux, an open source licensing model, as an
operating system for use in embedded applications. The open source licensing
model provides readily available source code and a royalty free operating
system. Because Linux is royalty free, Wind River may be forced to reduce the
prices of run time royalties, which could result in reduced profit margins.

     In addition, hardware or other software vendors could seek to expand their
product offerings by designing and selling products that directly compete with
or adversely affect sales of our products. Many of our existing and potential
competitors have substantially greater financial, technical, marketing and sales
resources than we do. As a result, they may be able to respond more quickly to
new or emerging technologies and changes in customer requirements, or to devote
greater resources to the development, promotion, sale and support of their
products. Moreover, our competitors may foresee the course of market
developments more accurately than we do and could in the future develop new
technologies that compete with our products or even render our products
obsolete. Although we believe we presently have certain technological and other
advantages over our competitors, maintaining these advantages will require a
continued high level of investment in research and development, marketing and
customer service and support. In addition, competitive pressures could cause us
to reduce the prices of our products, run-time royalties and services, which
would result in reduced profit margins.

OUR FAILURE TO RESPOND QUICKLY TO RAPID TECHNOLOGICAL CHANGE WITH PRODUCT
OFFERINGS WILL ADVERSELY AFFECT OUR ABILITY TO COMPETE.

     The market for embedded real-time software is characterized by ongoing
technological developments, evolving industry standards and rapid changes in
customer requirements. Our success depends upon our

                                       6.
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ability to adapt and respond to these changes. We must continuously update
our existing products to keep them current with customer needs, and must
develop new products to take advantage of new technologies, emerging
standards, and expanding customer requirements that could render our existing
products obsolete. Because customers often defer purchases between the time a
new product is announced and its availability, our operating results may
fluctuate if we do not provide new products rapidly. We have from time to
time experienced delays in the development of new products and the
enhancement of existing products, including, most recently, a delay in the
development of our recently introduced product, Tornado for Managed Switches.
Such delays are commonplace in the software industry. We plan to introduce
and market several new products in the next several months and must achieve
design wins with key customers, because once a customer has designed a
product with a particular operating system, that customer typically is
reluctant to change its supplier, due to the significant costs associated
with selecting a new supplier. If we cannot adapt or respond in a cost
effective and timely manner to new technologies and new customer
requirements, the market for our products would suffer.

BECAUSE OUR OPERATING RESULTS DEPEND UPON SALES OF A SMALL NUMBER OF PRODUCTS, A
REDUCTION IN DEMAND FOR A SINGLE PRODUCT MAY DISPROPORTIONATELY DECREASE OUR
OPERATING RESULTS.

     Revenue from sales of our Tornado and VxWorks family of products and
services has historically accounted for substantially all of our revenue, and we
expect this concentration will continue in the foreseeable future. Although we
have added new products to our offering as a result of the acquisitions, any
decline in price or reduction in the demand for our Tornado or VxWorks family of
products and services could materially adversely affect our operating results
and cause the price of our common stock to decline.

IF WE DO NOT CONTINUE TO SUCCESSFULLY ADDRESS NEW AND RAPIDLY CHANGING MARKETS,
OUR REVENUES WILL DECLINE.

     We are continuously engaged in product development for new or rapidly
changing markets. It is difficult to predict whether demand for any of these
products will develop or increase in the future.

     In particular, we have invested significant time and effort, together with
a consortium of industry participants, in the development of I2O, a new
specification that is intended to create an open standard set of interface
specifications for high performance Input Output (I/O) systems. In parallel with
this effort, we have developed IxWorks, a real-time operating system for use in
conjunction with the I2O specification. The success of the I2O specification and
the IxWorks product line depends heavily on its adoption by a broad segment of
the industry. We have also spent, and continue to spend, substantial time and
financial resources, through two new business units, to develop software
solutions for Internet appliances and Internet infrastructure, including Tornado
for Managed Switches. These products must be ported to an increasing number of
Internet protocols and semiconductor architectures designed specifically for the
Internet. If the protocols and semiconductors upon which our Internet products
are based ultimately fail to be widely adopted, our products based on those
protocols and architectures will fail to achieve market acceptance. If our
products fail to achieve market acceptance or if their targeted markets fail to
develop, our revenues will decline.

A SIGNIFICANT PORTION OF OUR REVENUE IS DERIVED FROM ROYALTIES, WHICH ARE
DEPENDENT UPON THE EFFORTS OF THIRD PARTIES OUTSIDE OUR CONTROL.

     Our operating systems are embedded in customers' end-user products, and we
receive royalty fees for each copy of our operating system embedded in those
products. Our royalty revenues depend upon our ability to successfully negotiate
royalty agreements with our customers and, in turn, their successful
commercialization of the underlying products. We cannot control their product
development or predict its success. If our customers are not successful, our
royalty revenues will decline significantly.

                                       7.
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WE HAVE RECENTLY BEGUN TO OFFER SOFTWARE CONSULTING SERVICES, WHICH HAVE LOWER
MARGINS THAN OUR CORE BUSINESS.

     Our new professional services business is characterized by fixed-price
commitments and high costs for personnel and consultants. If this business is
not successful, or if it grows more slowly than anticipated, our gross margin
will suffer. In addition, we may enter into contracts with development schedules
in excess of a year. Failure to manage these contracts efficiently could put
additional pressure on our gross margin.

ACQUISITIONS MAY DISRUPT OUR BUSINESS, DILUTE OUR STOCKHOLDERS AND INCREASE OUR
INDEBTEDNESS.

     As part of our business strategy, we anticipate that we will continue to
acquire or make investments in businesses, products and technologies that
complement ours. We have incurred significant costs in connection with recent
transactions, and may incur significant costs in connection with future
transactions whether or not they actually occur. The transactions may not be
completed in a timely manner or at all. We may experience difficulties
integrating an acquired company's operations into ours. As a result, we may
divert management attention to the integration that would otherwise be
available for the ongoing development of our business. In particular, if we
are unable to combine our financial and customer databases, we will be unable
to operate efficiently. Acquisitions have additional inherent risks,
including:

       -   difficulties assimilating acquired operations, technologies or
           products;
       -   unanticipated costs; and
       -   adverse effects on relationships with customers, suppliers and
           employees.

     We may not be successful in integrating the businesses, products,
technologies or personnel we acquire. Similarly, we cannot guarantee that our
investments will yield a significant return if any. To finance acquisitions, we
may issue equity securities, which may dilute our earnings per share, or incur
significant indebtedness and related interest expense.

FAILURE OF OUR CURRENT AND PLANNED SYSTEMS, PROCEDURES AND CONTROLS TO
ADEQUATELY MANAGE AND SUPPORT OUR ANTICIPATED GROWTH AND FUTURE OPERATIONS
COULD DISRUPT OUR BUSINESS.

     We have experienced, and expect to continue to experience, both through
acquisitions and internal expansion, significant growth in our headcount and in
the scope, complexity and geographic reach of our operations. To support this
expansion, we must continue to improve our management controls, reporting
systems and procedures. To implement those improvements, we must purchase,
develop and maintain complex and expensive systems, such as our enterprise
resource planning system and our planned sales force automation system. Our
current and planned systems, procedures and controls may not be adequate to
support our future operations. Failure of these systems to meet our needs could
disrupt our operations.

IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED EMPLOYEES IN AN INCREASINGLY
COMPETITIVE ENVIRONMENT, OUR BUSINESS MAY SUFFER.

     Our future success depends, and will continue to depend, on our ability
to hire, train, motivate and retain highly skilled managerial, product
development, marketing, sales, customer support and operations personnel to
support our growing business. Competition for these personnel is intense,
especially for engineers and especially in the San Francisco Bay Area where
we maintain our headquarters and principal engineering facilities. We cannot
be certain that we will be successful in recruiting and retaining such
personnel. Our failure to do so could impair our ability to compete
successfully.

                                       8.
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OUR SIGNIFICANT INTERNATIONAL BUSINESS ACTIVITIES SUBJECT US TO ECONOMIC RISKS.

     During the fiscal years ended January 31, 2000 and 1999, we derived
approximately 37% of our total revenue from sales outside of North America. We
expect that international sales will continue to generate a significant
percentage of our total revenue in the foreseeable future, and we also expect to
continue to make investments to further expand our international operations and
to increase our direct sales force in Europe and Asia. Wind River is in the
process of changing its distribution model in Japan to interface with and
sell to customers more directly. Although we believe that this change will
improve our understanding of and relationships with our customers, during this
transition period, we expect to see a decline in revenues in Japan.

     Risks inherent in international operations include:

       -   the imposition of governmental controls and regulatory requirements;
       -   the costs and risks of localizing products for foreign countries;
       -   unexpected changes in tariffs, import and export restrictions and
           other barriers and restrictions;
       -   greater difficulty in accounts
           receivable collection;
       -   the restrictions of repatriation of earnings;
       -   the burdens of complying with a variety of foreign laws; and
       -   difficulties in staffing and managing foreign subsidiaries and branch
           operations.

     Any of these events could reduce our international sales and increase our
costs of doing business internationally.

GAINS AND LOSSES RESULTING FROM FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES
COULD HARM OUR INTERNATIONAL BUSINESS AND OUR OVERALL OPERATING RESULTS.

     As a business with significant international operations, we face exposure
to adverse movements in foreign currency exchange rates. Sales by our foreign
subsidiaries are denominated in the local currency, and an increase in the
relative value of the dollar against such currencies would reduce our revenues
in dollar terms or make our products more expensive and, therefore, potentially
less competitive in foreign markets. Gains and losses on the conversion to
dollars of accounts receivable, accounts payable and other monetary assets and
liabilities arising from international operations may contribute to fluctuations
in our results of operations.

OUR INTERNATIONAL BUSINESS DEPENDS ON THE EFFORTS OF THIRD PARTY DISTRIBUTORS
OUTSIDE OUR CONTROL.

     We rely on distributors for sales of our products in certain foreign
countries. Accordingly, we are dependent on their ability to promote and support
our products and, in some cases, to translate them into foreign languages. Wind
River's international distributors generally offer products of several different
companies, including in some cases products that are competitive with Wind
River's products. We cannot predict that our international distributors will
continue to market our products or provide them with adequate levels of support.
If our international distributors do not promote our products effectively, our
international revenues could decline.

WE SELL A SIGNIFICANT PORTION OF OUR PRODUCTS TO CUSTOMERS DEPENDENT UPON
GOVERNMENT FUNDING, WHICH MAY NOT CONTINUE TO BE AVAILABLE.

     We have derived a portion of our revenues historically from sales of
systems built to the VME (versabus module eurocard) standard. These systems
typically are used in high cost, low volume applications, including military,
telecommunications, space and research applications. Although we believe that
revenues from sales of products designed for embedded systems applications
(non-VME customers) will account for an increasing percentage of our revenues in
the future, we do expect revenues

                                      9.
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from the VME market to continue to be significant for the foreseeable future.
Academic institutions and defense industry participants, which generate most of
our VME revenues, are dependent on government funding. Any unanticipated future
termination of government funding of VME customers would reduce our revenues.

IF WE LOSE THIRD-PARTY LICENSE RIGHTS, WE MAY NOT BE ABLE TO SELL SOME OF OUR
PRODUCTS.

     We license software products from other companies to distribute with some
of our products. These third parties may not be able to provide competitive
products with adequate features and high quality on a timely basis or to provide
sales and marketing cooperation. In addition, our products compete with products
produced by some of our licensors. When these licenses terminate or expire,
continued license rights might not be available to us on reasonable terms. In
addition, we might not be able to obtain similar products to substitute into our
tool suites.

THE RIGHTS WE RELY UPON TO PROTECT THE INTELLECTUAL PROPERTY UNDERLYING OUR
PRODUCTS MAY NOT BE ADEQUATE, WHICH COULD ENABLE THIRD PARTIES TO USE OUR
TECHNOLOGY AND REDUCE OUR ABILITY TO COMPETE IN THE MARKET.

     Our success is partially dependent upon the proprietary technology
contained in our products. We currently rely on a combination of patents,
copyrights, trademarks, trade secret laws, and contractual provisions to
establish and protect our intellectual property rights in our products. We
cannot be certain that the steps we take to protect our intellectual property
will adequately protect our rights, that others will not independently develop
or otherwise acquire equivalent or superior technology, or that we can maintain
such technology as trade secrets. For example, end user licenses of our software
are frequently in the form of shrink wrap or click wrap license agreements,
which are not signed by licensees, and these may be unenforceable in some cases.
In addition, policing unauthorized use of our products is difficult, and while
we are unable to determine the extent to which software piracy of our products
exists, software piracy can be expected to be a persistent problem, particularly
in foreign countries, where the laws may not protect our intellectual property
as fully as in the United States. Employees, consultants, and others who
participate in the development of our products may breach their agreements with
us regarding our intellectual property, and we may not have adequate remedies
for any such breach.

IF WE ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS THROUGH LITIGATION, THE COSTS
COULD BE SIGNIFICANT.

     We may initiate claims or litigation against third parties for infringement
of our proprietary rights or to establish the validity of our proprietary
rights. Litigation to determine the validity of any claims, whether or not such
litigation is determined in our favor, could result in significant expense to us
and divert the efforts of our technical and management personnel from productive
tasks.

THIRD PARTY CLAIMS OF PATENT INFRINGEMENT COULD RESULT IN SUBSTANTIAL COSTS.

     We occasionally receive communications from third parties alleging
patent infringement, and there is always the chance that third parties may
assert infringement claims against us. Any such claims, with or without
merit, could result in costly litigation, the expense of significant
resources to develop non-infringing technology, product shipment delays or
the negotiation of royalty or licensing agreements. We cannot be certain that
the necessary licenses will be available or that they can be obtained on
commercially reasonable terms. If we were to fail to obtain such royalty or
licensing agreements in a timely manner and on reasonable terms, our
business, financial condition and results of operations would be materially
adversely affected. We believe that our products and technology do not
infringe on the intellectual property rights of others or upon intellectual
property rights that may be granted in the future

                                      10.
<PAGE>

pursuant to pending applications. We also believe that we will not be required
to obtain licenses of technology owned by other parties.

DEFECTS IN OUR PRODUCTS COULD HURT OUR OPERATING RESULTS AND EXPOSE US TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS.

     Because of their complexity, software products, including Wind River's,
have in the past and may in the future contain undetected or unresolved errors,
particularly when first introduced or as new versions are released. Despite
extensive testing, errors may be found in our current or future products or
enhancements after commencement of commercial shipments. If this occurs, we may
experience delay in or loss of market acceptance and sales, product returns,
diversion of development resources, injury to our reputation, and increased
service and warranty costs.

     Our products are increasingly used in applications, such as network
infrastructure, transportation, medical and mission-critical business systems,
in which the failure of the embedded system could cause property damage,
personal injury or economic loss resulting in product liability claims against
us. Although our agreements with our customers typically contain provisions
intended to limit our exposure to liability claims, these provisions may not be
effective in doing so in all circumstances or in all jurisdictions. We maintain
product liability insurance covering certain damages arising from use of our
products, however such insurance may not adequately cover claims brought against
us. Liability claims against us could require us to spend significant time and
money in litigation and, if successful, to pay significant damages.

THE YEAR 2000 PROBLEM MAY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

     Although we have not experienced any significant Year 2000 problems in our
own or third party software or with our suppliers, it is possible that such
problems still exist. If so, we could face unexpected expenses to fix such
problems or suffer unexpected outages, either of which would harm our business.

WE HAVE SUBSTANTIAL DEBT SERVICE AND PRINCIPAL REPAYMENT OBLIGATIONS, WHICH
COULD MAKE IT DIFFICULT FOR US TO OBTAIN FINANCING.

     We sold $140 million of 5% convertible subordinated notes in 1997, which
mature in 2002. This debt financing increased significantly both the ratio of
our long-term debt to our total capitalization and our interest expenses. The
degree to which we are leveraged could impair our ability to obtain financing
for working capital or acquisitions, should we need to do so. The notes are
convertible into our common stock at a price of $32.33 per share, and no notes
have been converted to date. On August 1, 2002, we will be required either to
pay off or refinance any unconverted notes. We do not know if we will be able to
refinance the notes on favorable terms or at all. If a significant amount of the
notes remains unconverted at maturity and we are unable to refinance the notes,
the repayment would deplete our cash reserves significantly.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE; A SIGNIFICANT DECREASE
IN OUR STOCK PRICE MAY INCREASE OUR EXPOSURE TO SECURITIES LITIGATION.

     The trading price of our common stock has been and is likely to be
volatile. It could fluctuate widely in response to a variety of factors,
including:

       -   actual or anticipated variations in our operating results;

                                      11.
<PAGE>

       -   announcements of new products or significant events or transactions
           by us or our competitors;
       -   changes in our industry;
       -   changes in financial estimates by securities analysts;
       -   pricing pressures;
       -   general market conditions;
       -   events affecting other companies that investors believe to be
           comparable to us; and
       -   other events or factors that may be beyond our control.

     In recent years, the stock markets in general and the shares of technology
companies in particular have experienced extreme price fluctuations. These
fluctuations often have been unrelated or disproportionate to the operating
performance of the companies affected. Any change in investors' perception of
our prospects could depress our stock price regardless of our results. Other
broad market and industry factors may decrease our stock price, as may general
political or economic conditions such as recessions or interest rate or currency
fluctuations. In the past, following declines in the market price of a company's
securities, securities class action litigation often has been instituted against
the company. Litigation of this type, even if ultimately unsuccessful, could
result in substantial costs and a diversion of management's time and focus.


              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Some of the statements in this prospectus and the documents incorporated by
reference are forward-looking statements. These statements are based on our
current expectations, assumptions, estimates and projections about our business
and our industry, and involve known and unknown risks, uncertainties and other
factors that may cause our or our industry's results, levels of activity,
performance or achievement to be materially different from any future results,
levels of activity, performance or achievements expressed or implied in or
contemplated by the forward-looking statements. Words such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may," "should," "estimate,"
"predict," "potential," "continue," or the negative of such terms or other
similar expressions, identify forward-looking statements. In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements. Our actual
results could differ materially from those anticipated in such forward-looking
statements as a result of the factors more fully described under the caption
"Risk Factors" and in the documents incorporated by reference. The
forward-looking statements made in this prospectus relate only to events as of
the date on which the statements are made. We do not intend to update publicly
any forward-looking statements for any reason, even if new information becomes
available or other events occur in the future.

                                      12.
<PAGE>

     WHERE YOU CAN FIND MORE INFORMATION ABOUT WIND RIVER AND THIS OFFERING

     You should rely only on the information provided or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of the document.

     We have filed with the SEC a registration statement on Form S-3 to register
the common stock offered by this prospectus. However, this prospectus does not
contain all of the information contained in the registration statement and the
exhibits and schedules to the registration statement. We strongly encourage you
to carefully read the registration statement and the exhibits and schedules to
the registration statement.

     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, DC, New York, New York and Chicago,
Illinois. You can request copies of these documents by contacting the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's website at www.sec.gov.

     The SEC allows us to "incorporate by reference" the information
contained in documents that we file with them, which means that we can
disclose important information to you by referring to those documents. The
information incorporated by reference is considered to be part of this
prospectus. Information in this prospectus updates and supersedes similar
information incorporated by reference which we filed with the SEC prior to
the date of this prospectus, while similar information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference the documents listed below and any
future filings we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934.

     The following documents filed with the SEC are incorporated by reference in
this prospectus:

       1.    Our Annual Report on Form 10-K for the fiscal year ended January
             31, 2000 as amended by Forms 10-K/A filed on May 26, 2000 and
             May 30, 2000; and
       2.    Our Quarterly Report on Form 10-Q for the quarter ended April
             30, 2000;
       3.    Our Current Report on Form 8-K dated March 31, 2000, as amended
             by Form 8-K/A filed June 7, 2000; and

       4.    The description of our common stock set forth in our Registration
             Statement on Form 8-A, filed with the SEC on March 12, 1993.

     We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to Wind River
Systems, Inc., 500 Wind River Way, Alameda, California 94501, telephone:
(510) 748-4100.



                                 USE OF PROCEEDS

     The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. We will not
receive any proceeds from the sale of these shares of common stock.

                                      13.
<PAGE>

                              SELLING STOCKHOLDERS

     We are registering the shares covered by this prospectus on behalf of
the selling stockholders named in the table below. All of the shares of Wind
River common stock will be issued to the selling stockholders in exchange for
exchangeable shares in connection with our acquisition of AudeSi Technologies
on May 1, 2000. We have registered the shares to permit the selling
stockholders and their pledgees, donees, transferees or other
successors-in-interest that receive their shares from a selling stockholder
as a gift, partnership distribution or other non-sale related transfer after
the date of this prospectus to resell the shares.

     The following table sets forth the name of each selling stockholder, the
number of shares of our common stock beneficially owned by each selling
stockholder as of May 15, 2000 assuming the conversion of all preferred
stock, series B and the exchange of all exchangeable shares, the number of
shares that may be offered under this prospectus and the number of shares of
our common stock beneficially owned by each selling stockholder after this
offering is completed. The percentage ownership is less than one percent for
each selling stockholder. Except as set forth in the table below, none of the
selling stockholders has had a material relationship with us within the past
three years. The number of shares in the column "Number of Shares Being
Offered" represent all of the shares that each selling stockholder may offer
under this prospectus. Because the selling stockholders may sell some, all or
none of their shares, we cannot provide a definitive estimate as to the
number of shares that will be beneficially held by the selling stockholders
after the offering. We do not know how long the selling stockholders will
hold the shares before selling them, if they should decide to sell them. The
shares offered by this prospectus may be offered from time to time by the
selling stockholders.

<TABLE>
<CAPTION>
                                                  SHARES BENEFICIALLY OWNED    NUMBER OF SHARES  SHARES BENEFICIALLY OWNED
                      NAME                            PRIOR TO OFFERING         BEING OFFERED         AFTER OFFERING
-------------------------------------------------   ---------------------   ---------------------   ------------------
<S>                                                 <C>                      <C>                 <C>
David Astels...............................                     542                      542                 0
Jan Burwell................................                   3,941                    3,941                 0
Business Development Bank of Canada........                 112,118                  112,118                 0
Carmen Colborne (1)........................                  61,204                   18,441                 0
Nesbitt Burns 7310280313 in Trust for
Carmen Colborne............................                   4,754                    4,754                 0
Henry Dreifus (2)..........................                  11,104                    3,686             7,418
Mark Howells Trust.........................                  83,463                   83,463                 0
Greg Kletke (1)............................                  61,204                   18,441                 0
Nesbitt Burns 7310280511 in Trust for Greg
Kletke.....................................                   4,754                    4,754                 0
Kletke Limited Partnership.................                  14,814                   14,814                 0
Brian McKinney (3).........................                  64,801                   16,693             2,692
Debbie McKinney (3)........................                  64,801                   15,788                 0
McKinney Limited Partnership...............                  29,628                   29,628                 0
Russell Magee..............................                     308                      308                 0
Stephen Maryka (4).........................                  50,890                   18,570             2,692
Maureen Maryka (4).........................                  50,890                   15,788                 0
Maryka Limited Partnership.................                  29,628                   29,628                 0

                                      14.
<PAGE>

Jeff Puglisi (5)...........................                  83,463                   27,821                 0
Puglisi Capital Partners LP................                  55,642                   55,642                 0
Terry Sydoryk (6)..........................                  63,896                   15,788             2,692
Wendy Sydoryk (6)..........................                  63,896                   15,788                 0
Sydoryk Limited Partnership................                  29,628                   29,628                 0
Entities affiliated with Ventures West
Capital Ltd. (7)...........................                 421,144                  421,144                 0
</TABLE>

-----------
(1)  Consists of 18,441 shares owned directly by Greg Kletke, 18,441 shares
     owned by Carmen Colborne, his spouse, 14,814 shares owned by Kletke Limited
     Partnership, of which Greg Kletke is a general partner, 4,754 shares owned
     by Nesbitt Burns 7310280511 in Trust for Greg Kletke and 4,754 shares owned
     by Nesbitt Burns 7310280313 in Trust for Carmen Colborne.

(2)  Includes 7,418 shares issuable upon the exercise of options exercisable
     within 60 days of May 15, 2000.

(3)  Consists of 16,693 shares owned directly by Brian McKinney, 15,788 shares
     owned by Debbie McKinney, his wife, 29,628 shares owned by McKinney
     Limited Partnership, of which Brian McKinney is a general partner and
     2,692 shares issuable upon the exercise of options exercisable within 60
     days of May 15, 2000.

(4)  Consists of 18,570 shares owned by Stephen Maryka, 15,788 shares owned
     by Maureen Maryka, his wife, 29,628 shares owend by Maryka Limited
     Partnership, of which Stephen Maryka and Maureen Maryka are general
     partners and 2,692 shares issuable upon the exercise of options exercisable
     within 60 days of May 15, 2000.

(5)  Includes 55,642 shares held by Puglisi Capital Partners LP, of which Mr.
     Puglisi is a managing member.

(6)  Consists of 15,788 shares owned by Terry Sydoryk, 15,788 owned by Wendy
     Sydoryk, his wife, 29,628 shares owned by Sydoryk Limited Partnership, of
     which Terry Sydoryk is a general partner and 2,692 shares issuable upon
     the exercise of options exercisable within 60 days of May 15, 2000.

(7)  Consists of 104,750 shares owned by Bank of Montreal Capital
     Corporation, 104,750 shares owned by Ventures West VI Limited
     Partnership, 129,634 shares owned by VW B.C. Technology Investment Fund
     Limited Partnership and 82,010 shares owned by Western Technology Seed
     Investment Fund Limited Partnership (the "VWC Affiliates"). The general
     partners of each of the VWC Affiliates are wholly-owned subsidiaries of
     Ventures West Capital Ltd.


                                      15.
<PAGE>

                              PLAN OF DISTRIBUTION

     The selling stockholders may sell the shares from time to time. The selling
stockholders will act independently of us in making decisions regarding the
timing, manner and size of each sale. The sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
privately negotiated transactions. The selling stockholders may effect these
transactions by selling the shares to or through broker-dealers. The selling
stockholders may sell their shares in one or more of, or a combination of:

       -   a block trade in which the broker-dealer will attempt to sell the
           shares as agent but may position and resell a portion of the block as
           principal to facilitate the transaction,

       -   purchases by a broker-dealer as principal and resale by a
           broker-dealer for its account under this prospectus,

       -   an exchange distribution in accordance with the rules of an exchange,

       -   ordinary brokerage transactions and transactions in which the broker
           solicits purchasers, and

       -   privately negotiated transactions.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. If the plan of
distribution involves an arrangement with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, the amendment or supplement
will disclose:

       -   the name of each selling stockholder and of the participating broker-
           dealer(s),

       -   the number of shares involved,

       -   the price at which the shares were sold,

       -   the commissions paid or discounts or concessions allowed to the
           broker-dealer(s), where applicable,

       -   that a broker-dealer(s) did not conduct any investigation to verify
           the information set out or incorporated by reference in this
           prospectus, and

       -   other facts material to the transaction.

     From time to time, a selling stockholder may transfer, pledge, donate or
assign its shares of common stock to lenders or others and each of such persons
will be deemed to be a "selling stockholder" for purposes of this prospectus.
The number of shares of common stock beneficially owned by the selling
stockholder will decrease as and when it takes such actions. The plan of
distribution for the selling stockholders' shares of common stock sold under
this prospectus will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be selling stockholders hereunder.
Upon being notified by a selling stockholder that a donee or pledgee intends to
sell more than 500 shares, we will file a supplement to this prospectus.

     The selling stockholders may enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the shares.
The broker-dealer may then resell or otherwise transfer the

                                      16.
<PAGE>

shares under this prospectus. The selling stockholders also may loan or pledge
the shares to a broker-dealer. The broker-dealer may sell the loaned shares, or
upon a default the broker-dealer may sell the pledged shares under this
prospectus.

     In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate in the resales. Broker-dealers
or agents may receive compensation in the form of commissions, discounts or
concessions from selling stockholders. Broker-dealers or agents may also receive
compensation from the purchasers of the shares for whom they act as agents or to
whom they sell as principals, or both. Compensation as to a particular broker-
dealer might be in excess of customary commissions and will be in amounts to be
negotiated in connection with the sale. Broker-dealers or agents and any other
participating broker-dealers or the selling stockholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933, as amended, in connection with sales of the shares. Accordingly, any
commission, discount or concession received by them and any profit on the resale
of the shares purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act. Because selling stockholders may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act,
the selling stockholders will be subject to the prospectus delivery requirements
of the Securities Act. In addition, any securities covered by this prospectus
that qualify for sale under Rule 144 promulgated under the Securities Act may be
sold under Rule 144 rather than under this prospectus. The selling stockholders
have advised that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of
their securities. There is no underwriter or coordinating broker acting in
connection with the proposed sale of shares by the selling stockholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in some
states the shares may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.

     Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of the
distribution. In addition, each selling stockholder will be subject to
applicable provisions of the Exchange Act and the associated rules and
regulations under the Exchange Act, including Regulation M, which provisions may
limit the timing of purchases and sales of shares of our common stock by the
selling stockholders. We will make copies of this prospectus available to the
selling stockholders and have informed them of the need to deliver copies of
this prospectus to purchasers at or prior to the time of any sale of the shares.

     We will bear all printing, registration and filing fees and our own legal
and accounting fees and in connection with the registration of the shares. The
selling stockholders will bear their own legal fees and costs and all
commissions, discounts and expenses of underwriters or brokers, if any,
attributable to the sales of the shares. We and the selling stockholders have
agreed to indemnify each other against certain liabilities that could arise from
the registration and sale of the shares.


                                      17.
<PAGE>

                                  LEGAL MATTERS

     The validity of the shares of common stock offered hereby will be passed
upon by Cooley Godward LLP.

                                     EXPERTS

     The consolidated financial statements incorporated by reference from the
Annual Report on Form 10-K of Wind River Systems, Inc. for the year ended
January 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                      18.




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