<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-21342
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2873391
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
500 WIND RIVER WAY 94501
ALAMEDA, CALIFORNIA (Zip Code)
(Address of principal executive offices)
(510) 748-4100
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 31, 2000 was $2,149,951,000.
Number of shares of Common Stock outstanding as of March 31, 2000:
70,692,511.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART III.................................................................................1
Item 10. Directors and Executive Officers of the Registrant...........................1
Item 11. Executive Compensation.......................................................2
Item 12. Security Ownership of Certain Beneficial Owners and Management...............8
Item 13. Certain Relationships and Related Transactions...............................9
</TABLE>
i.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is biographical information regarding directors of the
Company.
<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY
---- -------------------------
<S> <C>
Jerry L. Fiddler (3) Chairman of the Board
Narendra K. Gupta Vice-Chairman and Director
Thomas St. Dennis President, Chief Executive Officer and Director
Ronald A. Abelmann Director
John C. Bolger (2) Director
William B. Elmore (1) Director
Grant M. Inman (2) Director
David B. Pratt (1) (2) Director
</TABLE>
----------------
(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
(3) Member of the Non-Officer Stock Option Sub-Committee.
JERRY L. FIDDLER, 48, co-founded Wind River in February 1983, and
currently serves as chairman of the board. From February 1983 to March 1994 he
served as chief executive officer of Wind River. He served as interim CEO from
April to September 1999. Prior to founding Wind River, he was a computer
scientist in the Real-Time Systems Group at Lawrence Berkeley Laboratory. Mr.
Fiddler holds a B.A. in music and photography and an M.S. in computer science
from the University of Illinois.
NARENDRA K. GUPTA, 51, became a director and Vice-Chairman of Wind
River in February 2000 in connection with Wind River's acquisition of
Integrated Systems Inc. He is a founder of Integrated Systems and was a
director since its formation in 1980. Before joining Wind River, Dr. Gupta
was Chairman of the Board of Integrated Systems since March 1993 and
Secretary since September 1989. Dr. Gupta was Chief Executive Officer from
1988 to May 1994 and President from Integrated Systems' formation in 1980 to
May 1994. Dr. Gupta holds a B.Tech degree in engineering from the India
Institute of Technology, an M.S. in engineering from the California Institute
of Technology and a Ph.D. in engineering from Stanford University. He was
elected a Fellow of the Institute of Electrical and Electronics Engineers in
1991. Dr. Gupta is a director of Numerical Technologies, Inc. and Quick Eagle
Networks.
THOMAS ST. DENNIS, 46, joined Wind River in September 1999 as Chief
Executive Officer and a director. From July 1992 to September 1999, Mr. St.
Dennis was employed at Applied Materials, Inc., a supplier of semiconductor
processing equipment, where he last served as Group Vice President and
President of the Planarization and Dielectric Deposition Product business
group. From 1987 to 1992, Mr. St. Dennis was Vice President of Technology at
the Silicon Valley Group, a supplier of automated wafer processing equipment
for the semiconductor industry. From 1983 to 1987 he served as Vice President
of Sales and Marketing at Semiconductor Systems, Inc., a manufacturer of
photoprocessing tools for the semiconductor industry. Mr. St. Dennis has an
M.S. and a B.S. in physics from the University of California at Los Angeles.
RONALD A. ABELMANN, 61, joined Wind River in March 1994 as Chief
Executive Officer, President and a director. From 1987 to 1993, he served as
the founding Chief Executive Officer of Vantage Analysis Systems, a developer
of VHDL-based simulation software for design automation. Previously, he
served as Group Vice President and General Manager for the Instrument
Division of Varian Associates. Mr. Abelmann currently serves as a director of
Emultek, Inc. and Antrim Design Systems, Inc. Mr. Abelmann holds a B.S. and
an M.S. in applied physics from the University of California at Los Angeles,
and an M.B.A. from Stanford University.
JOHN C. BOLGER, 53, became a director of Wind River in February 2000
in connection with Wind River's acquisition of Integrated Systems Inc. From
July 1993 to February 2000, Mr. Bolger was a director of Integrated Systems.
He served as Vice President, Finance and Administration, and Secretary of
Cisco Systems, Inc., a networking systems company, from 1989 until his
retirement in 1992. Mr. Bolger is also a director of Integrated Device
Technology, Inc., a semiconductor manufacturer; TCSI, a communication
software company; Sanmina Corporation, a contract assembly manufacturer; and
Mission West Properties, a REIT. He holds a B.A. in English Literature from
the University of Massachusetts and an M.B.A. from Harvard University.
WILLIAM B. ELMORE, 47, was elected a director of Wind River in August
1990. He has been a general partner of Foundation Capital, a venture capital
investment firm since 1995. From 1987 to 1995, he was a general partner of Inman
& Bowman and Inman & Bowman Entrepreneurs, venture capital investment firms. Mr.
Elmore currently serves as a director of ParcPlace-Digitalk, Inc. and Onyx
Software, Inc. Mr. Elmore holds a B.S. and an M.S. in electrical engineering
from Purdue University and an M.B.A. from Stanford University.
1
<PAGE>
GRANT M. INMAN, 58, is currently the President of Inman Investment
Management, a private venture capital investment firm. From 1985 to 1998 he was
a general partner of Inman & Bowman, a private venture capital investment firm.
Mr. Inman serves as a director of LAM Research Corporation, My Software Company,
Paychex, Inc. and several privately held companies. He is a trustee of the
University of California, Berkeley Foundation, and is also a trustee of the
University of Oregon Foundation. Mr. Inman holds a B.A. degree in economics from
the University of Oregon and an M.B.A. in finance from the University of
California, Berkeley.
DAVID B. PRATT, 60, became a director of Wind River in April 1995.
He has been the president and chief executive officer of FlashPoint
Technology, Inc. since January 1999. He was a Venture Partner with Foundation
Capital from January 1998 to June 1998. From 1988 to December 1997, he was an
officer, most recently Executive Vice President and Chief Operating Officer
of Adobe Systems Incorporated, a developer of software for printing and
publishing. From 1987 to 1988, he was Executive Vice President and Chief
Operating Officer of Logitech Corporation. From 1986 to 1987, he was Senior
Vice President and Chief Operating Officer of Quantum Corporation. Mr. Pratt
holds a B.S.E.E. degree from the Massachusetts Institute of Technology and an
M.B.A. from the University of Chicago.
The biographical information relating to executive officers of the
Company other than Messrs. Fiddler and St. Dennis is contained in Part I of
the Company's Form 10-K.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company, during the fiscal year ended
January 31, 2000, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
complied with; except that an initial report of ownership was filed late by
each of Mr. John C. Fogelin, Ms. Marla A. Stark and Mr. Thomas St. Dennis,
and each of Messrs. William B. Elmore, Jerry L. Fiddler, David G. Fraser,
Richard W. Kraber, David B. Pratt, Graham Shenton, and Kamran Sokhanvari
failed to report an option grant.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each director who is not an employee of Wind River (a "Non-Employee
Director") receives a per meeting fee of $1,200. In accordance with Company
policy, Directors may be reimbursed for certain expenses in connection with
attendance at Board and committee meetings. Directors who are also executive
officers of Wind River are not separately compensated for their service as
directors.
All Non-Employee Directors except Mr. Abelmann participate in Wind
River's 1995 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). The Directors' Plan provides for the automatic grant of options to
purchase common stock of Wind
2
<PAGE>
River to Non-Employee Directors. Stock options granted under the Directors'
Plan have an exercise price equal to the fair market value of the common
stock on the date of grant and expire ten years from the date of grant. Under
the Directors' Plan, each person who was a Non-Employee Director on April 27,
1995 was granted, and each person after such date who is elected for the
first time as a Non-Employee Director is automatically granted, an option to
purchase 15,000 shares of common stock upon the date of his or her election
to the Board, which vests in four equal annual installments. Additionally, on
April 1 of each year, each person who is then a Non-Employee Director
automatically is granted an option to purchase 3,000 shares of common stock
vesting in full one year from the grant date, provided the optionee has
attended at least 75% of the meetings of the Board and any committees on
which he or she serves held during such period. As of March 31, 2000, options
to purchase 103,125 shares were outstanding under the Directors' Plan and
217,500 shares remained available for grant.
During the last fiscal year, options were granted under the
Directors' Plan covering an aggregate of 3,000 shares to each of Messrs.
Elmore and Pratt at an exercise price per share of $16.4375. Options covering
15,000 shares were granted to Mr. Inman at an exercise price per share of
$16.1875 upon his initial election as a director during the last fiscal year.
All options have exercise prices equal to the fair market value of the common
stock at the time of the grant. As of March 31, 2000, 16,875 options had been
exercised under the Directors' Plan.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION (1)
The following table shows for the fiscal years ended January 31,
2000, 1999 and 1998 compensation awarded or paid to, or earned by, each
person who served as the Company's Chief Executive Officer during the fiscal
year ended January 31, 2000 and its other four most highly compensated
executive officers at January 31, 2000 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------------
FISCAL SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (2) OPTIONS (#) (3) COMPENSATION (4)
--------------------------- ---- ------ --------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Jerry L. Fiddler (5)................. 2000 $ 252,619 $ 164,063 55,000 $ 28,523
Chairman 1999 $ 124,833 $ 41,506 31,500 $ 28,523
1998 $ 109,729 $ 40,979 136,500 --
Thomas St. Dennis (5)................ 2000 $ 160,769 $ 1,281,321 1,100,000 $ 71,984
President and 1999 -- -- -- --
Chief Executive Officer 1998 -- -- -- --
Ronald A. Abelmann (5)............... 2000 $ 363,636 (6) -- 112,500 $ 194,403 (7)
Former President and 1999 $ 325,000 $ 132,075 (8) 112,500 $ 187,553
Chief Executive Officer 1998 $ 271,250 $ 127,875 (8) 325,000 --
David G. Fraser...................... 2000 $ 195,750 $ 107,037 80,000 $ 18,622
Vice President and General Manager, 1999 $ 178,333 $ 68,226 45,000 $ 18,622
Wind River Networks business unit 1998 $ 153,417 $ 73,147 100,000 --
Richard W. Kraber.................... 2000 $ 197,500 $ 99,537 60,000 $ 67,909
Vice President of Finance, 1999 $ 178,333 $ 67,714 45,000 $ 67,909
Chief Financial Officer and Secretary 1998 $ 153,750 $ 72,992 100,000 --
Peter J. Richards (9)................ 2000 $ 212,500 $ 112,308 80,000 $ 88,509 (10)
Vice President of Americas Sales 1999 $ 79,558 $ 27,659 420,000 --
1998 -- -- -- --
</TABLE>
---------------------------
(1) In accordance with the rules of the Commission, the compensation described
in this table does not include medical, group life insurance or other
benefits received by the Named Executive Officers which are available
generally to all salaried employees of the Company, and certain perquisites
and other personal benefits received by the Named Executive Officers which
do not exceed the lesser of $50,000 or 10% of any such officer's salary and
bonus disclosed in this table.
(2) Includes bonuses and sales commissions earned in respective fiscal year and
paid the following fiscal year pursuant to the Company's fiscal management
incentive arrangements.
(3) With the exception of the option grants to Mr. Fiddler, all options granted
have exercise prices equal to 100% of the fair market value of the common
stock at the time of the grant. Option grants to Mr. Fiddler were made at
110% of the fair market value of the common stock at the time of the grant.
4
<PAGE>
(4) Amounts represent life insurance premiums paid on behalf of each Named
Executive Officer. Of the premiums paid in fiscal year 2000, the following
amounts were reported as taxable income to each individual: Mr. Fiddler
($102), Mr. St. Dennis ($1,575), Mr. Abelmann ($2,203), Mr. Fraser ($400),
Mr. Kraber ($632), and Mr. Richards ($910).
(5) In July 1999, Mr. Abelmann, Wind River's former Chief Executive Officer,
resigned as an officer of the Company. Mr. Fiddler served as chief
executive on an interim basis until Mr. St. Dennis joined the Company as
its President and Chief Executive Officer in September 1999.
(6) Compensation for fiscal year 2000 includes consulting payments made to Mr.
Abelmann following his resignation.
(7) Includes $6,850 of travel expenses for Mr. Abelmann's spouse.
(8) Payment of all of Mr. Abelmann's bonus for fiscal years 1998 and 1999 has
been deferred.
(9) Mr. Richards became an officer of the Company in September 1998.
(10) Includes $41,229 in relocation expenses and $6,850 of travel expenses
for Mr. Richards' spouse.
STOCK OPTION GRANTS AND EXERCISES
Wind River's executive officers are awarded stock options under the
1987 Equity Incentive Plan and 1998 Equity Incentive Plan (the "Equity
Plans"). The Equity Plans provide that, in the event of a dissolution or
liquidation of the company, specified type of merger or other corporate
reorganization, at the sole discretion of the Board and to the extent
permitted by law, any surviving corporation will be required to either assume
options outstanding under the Equity Plans or substitute similar awards for
those outstanding under the Equity Plans, outstanding options will continue
in full force and effect or outstanding options will be accelerated. In the
event that any surviving corporation declines to assume or continue options
outstanding under the Equity Plans, or to substitute similar awards, then the
time during which such options may be exercised will be accelerated and the
options terminated if not exercised at or prior to such event. The Equity
Plans also provide for the acceleration of vesting for options that otherwise
would vest within the thirty (30) month period following the occurrence of
certain hostile changes of control. A "hostile" change of control would
involve either (i) the acquisition by any person or related group of a
majority of the Company's voting securities which has not been approved by
the Board of Directors or (ii) a change of a majority of the members of the
Board of Directors in a 24-month period where the new directors were not
approved by a majority of the members of the Board of Directors at the
beginning of such period or were seated as the result of a proxy contest or
other contest over election of members of the Board of Directors.
The following tables show for the fiscal year ended January 31, 2000,
certain information regarding options granted to, exercised by, and held at year
end by the Named Executive Officers:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS POTENTIAL REALIZABLE VALUE AT
SHARES GRANTED TO ASSUMED ANNUAL RATES OF STOCK PRICE
UNDERLYING EMPLOYEES IN PER SHARE APPRECIATION FOR OPTION TERM (4)
OPTIONS FISCAL EXERCISE EXPIRATION ----------------------------------
NAME GRANTED (#) (1) YEAR (2) PRICE DATE 5% 10%
------------------ --------------- --------- ----- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Jerry L. Fiddler 31,500 0.73% $ 14.9875 4/12/2009 $ 699,101 $ 1,113,202
23,500 0.55% $ 15.675 5/5/2009 $ 545,476 $ 868,580
Thomas St. Dennis 1,100,000 25.66% $ 16.00 9/6/2009 $ 28,668,545 $ 45,649,867
Ronald A. Abelmann 112,500 2.62% $ 13.625 4/12/2009 $ 2,496,790 $ 3,975,721
David G. Fraser 55,000 1.28% $ 13.625 4/12/2009 $ 1,220,653 $ 1,943,686
45,000 1.05% $ 14.25 5/5/2009 $ 1,044,529 $ 1,663,237
Richard W. Kraber 45,000 1.05% $ 13.625 4/12/2009 $ 998,716 $ 1,590,288
15,000 0.35% $ 14.25 5/5/2009 $ 348,176 $ 554,412
Peter J. Richards 80,000 1.87% $ 13.625 4/12/2009 $ 1,775,495 $ 2,827,179
</TABLE>
---------------------
(1) Options generally become exercisable at a rate of 1/4 of the shares subject
to the option at the end of the first year and 1/48 of the shares subject
to the option at the end of each month thereafter.
(2) Based on options to purchase 4,286,377 shares of common stock granted in
the fiscal year ended January 31, 2000.
5
<PAGE>
(3) For all options granted in fiscal year 2000 (with the exception of the
grants to Mr. Fiddler as explained in the summary compensation table), the
exercise price is equal to the fair market value of the Company's common
stock at the time of the grant.
(4) The potential realizable value is based on the term of the option at its
time of grant. In accordance with rules promulgated the Securities and
Exchange Commission, it is calculated by assuming that the stock price on
the date of grant appreciates at the indicated annual rate, compounded
annually for the entire term of the option and that the option is exercised
and sold on the last day of its term for the appreciated stock price.
Unless the market price of the Company's common stock appreciates over the
option term, no value will be realized from these option grants. There can
be no assurance that the values shown in this table will be achieved.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2000
AND VALUE OF OPTIONS AT END OF FISCAL YEAR 2000
The Named Executive Officers did not exercise any stock options during
the fiscal year ended January 31, 2000. The following table sets forth for each
of the Named Executive Officers the number and value of securities underlying
unexercised options held by the Named Executive Officers at January 31, 2000:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT END OF FISCAL 2000(#) END OF FISCAL 2000
------------------------------------------- --------------------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------- ----------------- ------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Jerry L. Fiddler............ 164,937 128,938 $ 1,946,713 $ 999,816
Thomas St. Dennis........... 0 1,100,000 $ 0 $ 14,987,500
Ronald A. Abelmann.......... 783,125 387,813 $ 12,309,776 $ 3,097,667
David G. Fraser............. 91,257 252,871 $ 1,141,395 $ 2,160,084
Richard W. Kraber........... 158,859 216,141 $ 2,666,727 $ 1,599,257
Peter J. Richards........... 109,998 390,002 $ 371,243 $ 2,326,257
</TABLE>
6
<PAGE>
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
THOMAS ST. DENNIS. In September 1999, Wind River and Mr. St. Dennis
entered into an employment agreement providing for the employment of Mr. St.
Dennis as President and Chief Executive Officer. The agreement provided for Mr.
St. Dennis to receive, for fiscal year 2000, an annualized base salary of
$400,000, an annualized bonus of $800,000 for on-plan performance, as determined
by the Board of Directors, and a sign-on bonus of $959,121. For fiscal years
subsequent to 2000, Mr. St. Dennis will receive a bonus equal to twice his base
salary for on-plan performance and an additional performance bonus of up to 50%
of such amount for performance exceeding plan.
The employment agreement also provided that Mr. St. Dennis would
receive an option to purchase 1,100,000 shares of Wind River common stock. In
addition, the company agreed to lend Mr. St. Dennis up to $2,397,802 to purchase
shares of Wind River common stock during the first six months of his employment
with the company, secured by a pledge of personal property.
In the event Mr. St. Dennis' employment with the company is terminated
other than for Cause, or if he resigns his employment with Good Reason (as each
is defined in the employment agreement), in each case other than within 12
months of a change of control (in which event Mr. St. Dennis would receive
benefits under the Change in Control Incentive and Severance Benefit Plan
described below), Mr. St. Dennis will provide certain consulting services for
one year thereafter in exchange for compensation in an amount equal to his
annual salary at the time of such termination and a pro rata share of the target
on-plan bonus for the year.
RONALD A. ABELMANN. In connection with Mr. Abelmann's resignation as
Wind River's chief executive officer in July 1999, the company and Mr.
Abelmann entered into a retirement and consulting agreement under which, in
exchange for certain consulting services, the company will pay Mr. Abelmann
$29,356 per month through March 31, 2002. The company also will make three
years of payments under Mr. Abelmann's split dollar life insurance
arrangement. In addition, Mr. Ablemann's unvested options to purchase 225,723
shares of Wind River common stock were accelerated to become fully vested as
of the resignation date, and options to purchase 207,500 shares were
cancelled.
CHANGE IN CONTROL INCENTIVE AND SEVERANCE BENEFIT PLAN. In November
1995, the Compensation Committee of the Board of Directors adopted the Change in
Control Incentive and Severance Benefit Plan (the "Severance Plan") to provide
an incentive to officers of Wind River with the title of Vice President or above
in the event of certain change of control transactions, and severance benefits
in the event of certain terminations of employment within 12 months of the
change of control.
Upon the occurrence of a change of control, all executive officers,
except the Chief Executive Officer, will receive acceleration of vesting for all
shares subject to stock options that otherwise would have vested within one year
of the date of the change of control. The Chief Executive Officer will receive
two years' worth of accelerated vesting, except to the extent that the option
acceleration would create adverse tax consequences for the Chief Executive
Officer and Wind River under the golden parachute provisions of sections 280G
and 49999 of the Internal Revenue Code of 1986, as amended, in which case the
Chief Executive Officer will have accelerated the maximum number of shares
allowed under the golden parachute provisions.
If an executive officer other than the Chief Executive Officer is
terminated without Cause or voluntarily terminates with Good Reason (as each is
defined in the Severance Plan), within 12 months of a change in control, the
executive will receive continued compensation for 12 months (including an
estimated bonus amount), continued health insurance for the same period, and
accelerated vesting of stock options that otherwise would vest within one year
of the date of termination. In addition, for the Chief Executive Officer, any
shares which would have received acceleration of vesting on account of the
change in control but did not because of the limitation to avoid the golden
parachute tax provisions shall receive accelerated vesting on the termination
date. If the total severance payments would cause an executive to become liable
for golden parachute excise tax payments, then Wind River shall pay that
executive's excise tax liability and all other taxes associated with Wind
River's payment of the excise tax in order to leave the executive in the same
after-tax position as if no excise tax had been imposed.
7
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of March 31, 2000 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table; (iii) all executive officers and directors of
the Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
BENEFICIAL OWNERS NUMBER OF SHARES PERCENT OF TOTAL
---------------------------------------- -------------------------- --------------------------
<S> <C> <C>
Firsthand Capital Management, Inc. ... 4,738,300 6.70%
101 Park Center Plaza
San Jose, CA 95113
Narendra Gupta (2).................... 4,383,876 6.20%
500 Wind River Way
Alameda, CA 94501
Jerry L. Fiddler (3).................. 4,336,226 6.12%
500 Wind River Way
Alameda, CA 94501
Franklin Advisers, Inc................ 3,743,000 5.30%
777 Mariners Island Blvd.
San Mateo, CA 94404
Ronald A. Abelmann (4)................ 906,826 1.27%
William B. Elmore (5) ................ 355,782 *
Richard W. Kraber (6) ................ 222,051 *
Peter J. Richards (7) ................ 189,165 *
David G. Fraser (8)................... 170,770 *
Thomas St. Dennis (9)................. 136,000 *
Grant Inman (10)...................... 144,000 *
John C. Bolger (11)................... 59,340 *
David B. Pratt (12)................... 42,107 *
All executive officers and directors
as a group (21 persons) (13).......... 14,673,028 19.94%
</TABLE>
------------------------
* Less than one percent.
(1) This table is based upon information known to the Company. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, the Company believes that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable
percentages are based on 70,692,511 shares outstanding on March 31, 2000,
adjusted as required by rules promulgated by the Securities and Exchange
Commission.
8
<PAGE>
(2) Includes 3,431,784 held by the Narendra and Vinita Gupta Living Trust,
dated 12/2/94, of which Mr. Gupta is a trustee; 920,000 shares held by
the Gupta Irrevocable Children Trust, of which Mr. Gupta is also a
trustee; and 7,176 shares held in an account under the Uniform Gift to
Minors Act, of which Mr. Gupta is the custodian. Also includes 24,916
shares subject to stock options exercisable within 60 days of March 31,
2000.
(3) Includes 3,262,930 shares held by the Fiddler and Alden Family Trust, of
which Mr. Fiddler is a trustee; 555,000 shares held by the Jazem II
Family Partners LP, of which Mr. Fiddler is a general partner; and
324,953 shares held by Jazem III Family Partners LP, of which Mr.
Fiddler is a partner. Also includes 193,343 shares subject to stock
options exercisable within 60 days of March 31, 2000.
(4) Includes 871,093 shares subject to stock options exercisable within 60 days
of March 31, 2000.
(5) Includes 46,875 shares subject to stock options exercisable within 60 days
of March 31, 2000.
(6) Shares are subject to stock options exercisable within 60 days of
March 31, 2000.
(7) Shares are subject to stock options exercisable within 60 days of
March 31, 2000.
(8) Includes 162,477 shares subject to stock options exercisable within 60 days
of March 31, 2000.
(9) Shares are held by the St. Dennis Family Trust, of which Mr. St. Dennis
is a trustee.
(10) Includes 75,000 shares held by the Inman Living Trust UAD 5/9/89, of
which Mr. Inman is a trustee; 42,000 shares held by the Grant N. Inman
SSB Keogh PS Custodian the West Ven Keogh, of which Mr. Inman is a
custodian; 4,000 shares held by GWIK, a partnership, of which Mr. Inman
is a partner; 11,500 shares held by the Bonner Trust 1988 MBI UAD
12/22/99, of which Mr. Inman's wife is a trustee; and 11,500 shares held
by the Bonner Trust 1988 CAI UAD 12/22/88, of which Mr. Inman's wife is
a trustee.
(11) Includes 55,200 shares subject to stock options exercisable within 60 days
of March 31, 2000.
(12) Includes 30,000 shares subject to stock options exercisable within 60 days
of March 31, 2000.
(13) Includes 2,905,315 shares subject to stock options held by officers and
directors exercisable within 60 days of March 31, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
LOANS TO OFFICERS
In April 1999, Wind River loaned Mr. Richards $145,000 to purchase
real property. The loan bears interest at the rate of 7% per annum and has a
five-year term. The loan may be accelerated to become due 30 days following
Mr. Richards' termination of employment with Wind River. The loan is secured
by personal property. As of May 15, 2000, the principal and interest
outstanding under the loan totaled $155,714.
In September 1999, Wind River agreed to lend Mr. St. Dennis up to
$2,400,000 to purchase Wind River common stock, of which Mr. St. Dennis has
borrowed $1,900,000. The loan bears interest at the rate of 5.98% per annum,
and has a nine-year term. The loan may be accelerated if certain events of
default occur, including termination of Mr. St. Dennis' employment with Wind
River. As of May 15, 2000, principal and interest outstanding under the loan
totaled $1,956,740.
In May 2000, Wind River loaned Curtis B. Schacker, Vice President of
Marketing and Corporate Development, $1,850,000 to purchase real property.
The loan bears interest at the rate of 7.125% per annum and has a two-year
term. The loan may be accelerated if certain events of default occur,
including termination of Mr. Schacker's employment with Wind River. The loan
is secured by real and personal property. As of May 25, 2000, principal and
interest outstanding under the loan totaled $1,850,000.
INDEMNIFICATION AND LIMITATION OF DIRECTOR AND OFFICER LIABILITY
The Company has entered into indemnity agreements with certain officers
and directors which provide, among other things, that the Company will indemnify
such officer or director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party by
reason of his position as a director, officer or other agent of the Company, and
otherwise to the full extent permitted under Delaware law and the Company's
Bylaws.
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SIGNATURE
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Alameda, State of California, on the 30th day of May, 2000.
WIND RIVER SYSTEMS, INC.
By: /s/ Richard W. Kraber
--------------------------------
Richard W. Kraber
Vice President of Finance, Chief
Financial Officer and Secretary
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