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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
WIND RIVER SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class Securities)
973149107
------------------------------------
(CUSIP Number)
April 20, 2000
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
Page 1 of 9
<PAGE>
CUSIP No. 973149107
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Firsthand Capital Management, Inc.
EIN: 77-0449623
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________
(b) ________
3. SEC Use Only___________________________________________________________
4. Citizenship or Place of Organization California
-------------------
Number of Shares 5. Sole Voting Power 6,699,000
Beneficially -------------------
Owned by Each
Reporting Person
With:
------------------------------------------------------------
6. Shared Voting Power 0
----------
------------------------------------------------------------
7. Sole Dispositive Power 6,699,000
----------
------------------------------------------------------------
8. Shared Dispositive Power 0
---------
------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each
Reporting Person 6,699,000
------------
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
------------
11. Percent of Class Represented by Amount in Row (9) 10.4%
-------
12. Type of Reporting Person (See Instructions)
IA, CO
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Page 2 of 9
<PAGE>
CUSIP No. 973149107
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Landis, Kevin Michael
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ________
(b) ________
3. SEC Use Only___________________________________________________________
4. Citizenship or Place of Organization United States
-------------------
Number of Shares 5. Sole Voting Power 6,699,000
Beneficially -------------------
Owned by Each
Reporting Person
With:
------------------------------------------------------------
6. Shared Voting Power 0
----------
------------------------------------------------------------
7. Sole Dispositive Power 6,699,000
----------
------------------------------------------------------------
8. Shared Dispositive Power 0
---------
------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each
Reporting Person 6,699,000
------------
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
------------
11. Percent of Class Represented by Amount in Row (9) 10.4%
-------
12. Type of Reporting Person (See Instructions)
HC (Control Person), IN
-----------------------
Page 3 of 9
<PAGE>
Item 1.
(a) Name of Issuer
Wind River Systems, Inc.
(b) Address of Issuer's Principal Executive Offices
500 Wind River Way
Alameda, CA 94501
Item 2.
(a) Name of Person Filing
(i) Firsthand Capital Management, Inc. ("Firsthand")
(ii) Kevin Michael Landis ("Landis")
(b) Address of Principal Business office or, if None, Residence
(i) 125 South Market, San Jose, CA 95113
(c) Citizenship
(i) Firsthand: California
(ii) Landis: United States
(d) Title of Class Securities
Common stock
(e) CUSIP Number
973149107
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
Page 4 of 9
<PAGE>
(d) [ ] Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance
with ss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(ii)(F).
(g) [X] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [X] Group in accordance with ss.240.13d-1(b)(ii)(J).
This statement is filed by Firsthand, an investment adviser
registered under the Investment Advisers Act of 1940, as amended,
and its control person Landis. (See, also, Exhibit A.)
Item 4. Ownership
Common stock:
(a) Amount Beneficially Owned: 6,699,000
---------
(b) Percent of Class: 10.4%
-----
(c) Number of shares as to which the joint filers have:
(i) sole power to vote or to direct the vote: 6,699,000
---------
(ii) shared power to vote or to direct the vote: 0
---------
(iii) sole power to dispose or to direct the disposition
of: 6,699,000
---------
(iv) shared power to dispose of or to direct the
disposition of: 0
-----
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
See Exhibit A.
Page 5 of 9
<PAGE>
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification:
(a) The following certification shall be included if the
statement is filed pursuant to ss. 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
Date: 11/30/00
FIRSTHAND CAPITAL MANAGEMENT, INC.
/s/ Kevin M. Landis
-----------------------------------------
Kevin M. Landis, President
/s/ Kevin M. Landis
-----------------------------------------
Kevin M. Landis, Control Person
Page 6 of 9
<PAGE>
EXHIBIT A
Identification and Classification of Members of the Group
Pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934, the members of the group making this joint filing are
identified and classified as follows:
Name Classification
---- --------------
Firsthand Capital Management, Inc. Investment adviser registered under the
("Adviser") Investment Advisers Act of 1940, as
amended.
Kevin Michael Landis A control person of the Adviser.
Page 7 of 9
<PAGE>
EXHIBIT B
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(b)(ii)(J) and Rule 13d-1(k)(1)
under the Securities and Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer." The Joint
Filers agree that a statement of beneficial ownership as required by Sections
13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their
behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint
filing may thereafter be amended by further joint filings. The Joint Filers
state that they each satisfy the requirements for making a joint filing under
Rule 13d-1.
Dated: 11/30/00
FIRSTHAND CAPITAL MANAGEMENT, INC.
/s/ Kevin M. Landis
-----------------------------------------
Kevin M. Landis, President
/s/ Kevin M. Landis
-----------------------------------------
Kevin M. Landis, Control Person
Page 8 of 9
<PAGE>
EXHIBIT C
Disclaimer of Beneficial Ownership
Wind River Systems, Inc.
Common Stock
6,699,000 Shares
Kevin Michael Landis disclaims beneficial ownership as to all shares
beneficially owned for Section 13(g) filing purposes by Firsthand Capital
Management, Inc., as investment adviser.
Page 9 of 9
