-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pe1rRWuKZd9UUGycODCeiB5FFuChsGp3rhH7cxgPmSgdhC/+OhW+IIBtIbSPClRe Mi+dmA/xlxPnQoU008/9mA== 0001181431-09-035463.txt : 20090715 0001181431-09-035463.hdr.sgml : 20090715 20090715192854 ACCESSION NUMBER: 0001181431-09-035463 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090710 FILED AS OF DATE: 20090715 DATE AS OF CHANGE: 20090715 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIND RIVER SYSTEMS INC CENTRAL INDEX KEY: 0000833829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 942873391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107484100 MAIL ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33061 FILM NUMBER: 09946963 BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 3 1 rrd248516.xml FORM 3 X0203 3 2009-07-10 0 0000833829 WIND RIVER SYSTEMS INC WIND 0000050863 INTEL CORP 2200 MISSION COLLEGE BLVD. SANTA CLARA CA 95054 0 0 0 1 See footnotes (1)(2)(3) below Common Stock, par value $0.001 per share 68475679 I See footnotes Intel Corporation, Wind River Systems Inc. (the "Issuer") and APC II Acquisition Corporation, a subsidiary of Intel Corporation ("APC II"), entered into an Agreement and Plan of Merger, dated as of June 4, 2009, pursuant to which APC II commenced a tender offer (the "Offer") to acquire the outstanding shares of common stock of the Issuer. Upon consummation of the Offer, the Issuer will merge with APC II. On July 10, 2009, APC II acquired approximately 68,475,679 of the Issuer's common stock. Intel Corporation may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by APC II. (Continued in footnote 2) Intel Corporation disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, Intel Corporation is the beneficial owner of all such shares of common stock covered by this statement. Intel Corporation, APC II, and certain stockholders of the Issuer (the "Stockholders") entered into a Tender and Support Agreement, dated as of June 4, 2009, pursuant to which the Stockholders agreed to tender their shares of common stock of the Issuer as promptly as practicable after receipt by such Stockholders of all documents or instruments required to be delivered pursuant to the terms of the Offer. Intel Corporation has no pecuniary interest in the shares held by the Stockholders and expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreement. /s/ Cary I. Klafter, Vice President, Legal and Corporate Affairs, and Corporate Secretary 2009-07-15 -----END PRIVACY-ENHANCED MESSAGE-----