-----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, SbR0vn2Jm88O4yprr0CRSIc4GosECxsOJcxgTljFULBa95kNCFLZ02qdhhZ7fyRg oqNTFG4C/fWCIODGuVMcOw== 0000950005-98-000786.txt : 19981007 0000950005-98-000786.hdr.sgml : 19981007 ACCESSION NUMBER: 0000950005-98-000786 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980924 ITEM INFORMATION: FILED AS OF DATE: 19981006 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SYSTEMS INC CENTRAL INDEX KEY: 0000775163 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942658153 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18268 FILM NUMBER: 98721694 BUSINESS ADDRESS: STREET 1: 3260 JAY ST CITY: SANTA CLARA STATE: CA ZIP: 95054-3309 BUSINESS PHONE: 4089801500 MAIL ADDRESS: STREET 1: 3260 JAY STREET CITY: SANTA CLARA STATE: CA ZIP: 95054-3309 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported) September 24, 1998 ------------------------------ INTEGRATED SYSTEMS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-18268 94-2658153 - ---------------------------- ----------- ---------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3260 Jay Street Santa Clara, California 95054-3309 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 980-1500 ----------------------------- Item 5: Other Events Adoption of Stockholder Rights Plan. On September 24, 1998, the Board of Directors of Integrated Systems, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, no par value (the "Common Shares"), of the Company. The dividend is payable to stockholders of record on October 15, 1998 (the "Record Date"). In addition, one Right shall be issued with each Common Share that becomes outstanding (i) between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the Rights Agreement) or (ii) following the Distribution Date and prior to the Redemption Date or Final Expiration Date, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company, which options or securities were outstanding prior to the Distribution Date. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a share of Series A Junior Participating Preferred Stock, no par value (the "Preferred Shares"), of the Company, at a price of $55.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and ChaseMellon Shareholder Services, as Rights Agent. A summary of the Rights and Rights Agreement is included as Exhibit C to the Rights Agreement, which is included as Exhibit 4.1 hereto. Item 7: Financial Statements and Exhibits. (c) Exhibits -------- 4.1 Rights Agreement dated September 30, 1998, between the Company and ChaseMellon Shareholder Services, as Rights Agent, which includes as Exhibit A the form of Certificate of Determination of Preferences of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 6, 1998.) 99.1 Press release of the Company dated September 30, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 6, 1998 INTEGRATED SYSTEMS, INC. By: /s/ Joseph Addiego -------------------------------- Joseph Addiego Chief Executive Officer EXHIBIT INDEX Exhibit - ------- 4.1 Rights Agreement dated September 30, 1998, between the Company and ChaseMellon Shareholder Services, as Rights Agent, which includes as Exhibit A the form of Certificate of Determination of Preferences of Series A Junior Participating Preferred Stock, as Exhibit B the Form of Right Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 6, 1998.) 99.1 Press release of the Company dated September 30, 1998. EX-99.1 2 PRESS RELEASE Exhibit 99.1 NOT FOR IMMEDIATE RELEASE Contact: Integrated Systems, Inc. Investor Relations, 408/542-1570 ir@isi.com Integrated Systems Adopts Shareholder Rights Plan SUNNYVALE, Calif.--(BUSINESS WIRE)--Sept. 30, 1998--Integrated Systems, Inc. (NASDAQ:INTS), today announced that its Board of Directors has adopted a shareholder rights plan designed to protect the long-term value of the Company for its shareholders during any future unsolicited acquisition attempt. The plan is designed to give the Company's Board of Directors sufficient time to study and respond to an unsolicited tender offer or other attempted acquisition. Adoption of the plan was not made in response to any specific attempt to acquire the Company or its shares, and the Company is not aware of any current efforts to do so. In connection with the plan, the Board declared a dividend of one preferred share purchase right for each share of the Company's common stock outstanding on October 15, 1998 (the "Record Date") and further directed the issuance of one such right with respect to each share of the Company's common stock that is issued after the Record Date, except in certain circumstances. The rights will expire on September 30, 2008. The rights are initially attached to the Company's common stock and will not trade separately. If a person or a group acquires 20 percent or more of the Company's common stock (an "Acquiring Person"), or announces an intention to make a tender offer for the Company's common stock the consummation of which would result in a person or group becoming an Acquiring Person, then the rights will be distributed (the "Distribution Date") and will thereafter trade separately from the common stock. After the Distribution Date, each right may be exercised for 1/200th of a share of a newly designated Series A Junior Participating Preferred Stock at an exercise price of $55.00. The preferred stock has been structured so that the value of 1/200th of a share of such preferred stock will approximate the value of one share of common stock. Upon a person becoming an Acquiring Person, holders of the rights (other than the Acquiring Person) will have the right to acquire shares of the Company's common stock at a substantially discounted price. Additionally, if a person becomes an Acquiring Person and the Company is acquired in a merger or other business combination, or 50 percent or more of its assets are sold in a transaction with an Acquiring Person, the holders of rights (other than the Acquiring Person) will have the right to receive shares of common stock of the acquiring corporation at a substantially discounted price. After a person has become an Acquiring Person, the Company's Board of Directors may, at its option, require the exchange of outstanding rights (other than those held by the Acquiring Person) for common stock at an exchange ratio of one share of the company's common stock per right. The Board may redeem outstanding rights at any time prior to a person becoming an Acquiring Person at a price of $0.001 per right. Prior to such time, the terms of the rights may be amended by the Board. Integrated Systems, Inc. is a leading worldwide provider of embedded operating software and simulation and control design tools for the telecommunications/data communications, automotive, multimedia, entertainment, office/retail automation, Internet, aerospace and industrial automation industries. Its software helps manufacturers bring higher quality, more fully featured products to market faster. The Company's business model is based on the sale of software development licenses for creating new products followed by runtime licenses for products using its embedded operating software. Sales and services offices are located worldwide in Asia, Europe and North America. Additional information about the Company is available at its Website: http://www.isi.com. -----END PRIVACY-ENHANCED MESSAGE-----