-----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, UC/JsyCvChCxaX65dHpUJ0QR7KBjRB+q3Nu1TibvSStVFhWkyr1aiRA0n8O/gCau SFiX8U62KP2eCGIyJR1Glw== /in/edgar/work/0000912057-00-045866/0000912057-00-045866.txt : 20001026 0000912057-00-045866.hdr.sgml : 20001026 ACCESSION NUMBER: 0000912057-00-045866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001009 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIND RIVER SYSTEMS INC CENTRAL INDEX KEY: 0000833829 STANDARD INDUSTRIAL CLASSIFICATION: [7371 ] IRS NUMBER: 942873391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21342 FILM NUMBER: 745641 BUSINESS ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107484100 MAIL ADDRESS: STREET 1: 1010 ATLANTIC AVE STREET 2: 1010 ATLANTIC AVE CITY: ALAMEDA STATE: CA ZIP: 94501 8-K 1 a2028487z8-k.txt 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 and Exchange Act of 1934 Date of Report: October 9, 2000 (Date of Earliest Event Reported) WIND RIVER SYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21342 94-2873391 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.) 500 WIND RIVER WAY ALAMEDA, CA 94501 (Address of principal executive offices and zip code) (510) 748-4100 Registrant's telephone number, including area code: ITEM 5. OTHER EVENTS On October 9, 2000, Wind River Systems, Inc. ("Wind River") and Rapid Logic, Inc., a Delaware corporation ("Rapid Logic"), announced that the companies have entered into a definitive merger agreement. The definitive merger agreement contemplates that, subject to the satisfaction of certain conditions contained therein, including the approval of the merger referred to therein by the stockholders of Rapid Logic, Wind River would acquire Rapid Logic in a stock-for-stock transaction. Upon consummation of the merger, Wind River will issue 1,429,698 shares of its common stock for all the outstanding equity securities of Rapid Logic. The acquisition will be accounted for as a purchase. Wind River's press release, dated October 9, 2000, entitled "Wind River to Acquire Rapid Logic" is attached hereto as Exhibit 99.1. Wind River's acquisition of Rapid Logic closed on October 24, 2000. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS Exhibit Number Description ------- ----------- 99.1 Press Release entitled "Wind River to Acquire Rapid Logic" dated October 9, 2000. 2 SIGNATURES 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. WIND RIVER SYSTEMS, INC. Dated: October 25, 2000 By: /s/ Michael Zellner -------------------------------------------- Michael Zellner Vice President and Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- -------------------------------------------------------------------- 99.1 Press Release entitled "Wind River to Acquire Rapid Logic" dated October 9, 2000. 4 EX-99.1 2 a2028487zex-99_1.txt EX99-1 EXHIBIT 99.1 CONTACT: Pamela Sufi Jordan Brysk Public Relations Investor Relations 510-749-2340 510-749-2496 pamela.sufi@windriver.com jordan.brysk@windriver.com www.windriver.com www.windriver.com FOR IMMEDIATE RELEASE WIND RIVER TO ACQUIRE RAPID LOGIC DEVICE MANAGEMENT PRODUCTS IMPROVE TIME TO MARKET FOR NETWORK EQUIPMENT OEMS ALAMEDA, CALIF., OCTOBER 9, 2000--Wind River Systems, Inc. (Nasdaq:WIND), a leading provider of software and services for smart devices in the Internet age, and Rapid Logic, Inc., today announced that the companies have entered into a definitive agreement for Wind River to acquire Rapid Logic, the pre-eminent provider of advanced device management technologies for networking equipment and other intelligent devices. The acquisition enables Wind River to offer a wider range of integrated, embedded networking technologies to developers of sophisticated data networking and telecommunications equipment, such as Ethernet switches, IP routers, access concentrators, optical switches, and xDSL systems. Wind River will acquire Rapid Logic for a total of 1,429,698 shares of Wind River stock and the acquisition will be accounted for as a purchase transaction. The closing of the acquisition is subject to a number of conditions, including approval by the stockholders of Rapid Logic and other customary closing conditions, and is expected to close in the current fiscal quarter (Q3 FY 2001). The transaction is expected to be accretive to earnings in the next fiscal year. "The explosion of the Internet has laid the groundwork for a world of trillions of smart, connected devices and the corporations and service providers that support these devices need rock-solid, secure, and easy-to-use management features in their network infrastructure equipment. The suppliers of this network infrastructure equipment have increasingly been turning to Rapid Logic to get leading edge technologies that will enable them to add management capabilities into their products," said Tom St. Dennis, president and chief executive officer of Wind River. "Bringing Rapid Logic into the Wind River team will allow us to strengthen our position as a leading supplier of embedded software technology to builders of Internet infrastructure gear." --more-- Page 2 of 3 David Fraser, vice president and general manager of Wind River's Networks business unit added, "Rapid Logic has been a close WindLink-TM- partner for several years, and we have been a distributor of its products for the past year. Our sales force, marketing staff and networking engineers are all very familiar with its products and personnel. We fully expect the integration of our operations to go very smoothly." Rapid Logic's RapidControl-TM- product suite unifies device management functions within a single, robust and integrated framework. This provides device manufacturers the ability to build a variety of management layers quickly and systematically upgrade and customize user interfaces across multiple product releases and product lines. Rapid Logic's products have been deployed by the top 10 device manufacturers in the datacom, telecom and office automation industries. More than 100 manufacturers use RapidControl in their smart connected devices. "Bringing Rapid Logic's device management products into Wind River is a natural and logical move. Developers will be able to come to a single source for the products they need to build their next-generation embedded applications and devices. Wind River and Rapid Logic have been serving a growing list of mutual customers for some time now so the working model is proven. Becoming a part of Wind River means the Rapid Logic's products will be available to more customers than ever before and delivers on the promise of an end-to-end solution. And, the strength of Rapid Logic's engineering means seamless integration into the Wind River product line," said Mark Sigal, president, chief executive officer and co-founder of Rapid Logic. The majority of Rapid Logic's staff will be incorporated into Wind River's networks business unit. Mark Sigal will report to David Fraser. Rapid Logic's other co-founders and senior management will report to the engineering group in Wind River's networks business unit. ABOUT RAPID LOGIC Rapid Logic is the leading provider of intelligent device management software that enables manufacturers of network devices to incorporate remote management capabilities into their products via the Internet. Its RapidControl product suite unifies all device management functions within a single, robust and integrated framework. This provides vendors the ability to build a variety of management layers quickly and to systematically upgrade and customize management interfaces across multiple product releases and product lines. The top 10 device manufacturers in the datacom, telecom and office automation industries currently deploy RapidControl products. More than 100 intelligent device manufacturers have deployed RapidControl products on more than 200 platforms. --more-- Page 3 of 3 With RapidControl products, device vendors can easily create their own powerful Internet-based configuration, access and control applications in a fraction of the time and cost it took previously. ABOUT WIND RIVER Wind River, www.windriver.com, is a worldwide leader in embedded software. Wind River provides software development tools, real-time operating systems, and advanced connectivity for use in products throughout the Internet, telecommunications and data communications, digital imaging, digital consumer electronics, networking, medical, computer peripherals, automotive, industrial automation and control, and aerospace/defense markets. Wind River is how smart things think. Founded in 1983, Wind River is headquartered in Alameda, California, with operations in sixteen countries worldwide. -XXX- WIND RIVER SYSTEMS AND THE WIND RIVER SYSTEMS LOGO ARE REGISTERED TRADEMARKS OF WIND RIVER SYSTEMS, INC. OTHER NAMES ARE REGISTERED TRADEMARKS OR TRADEMARKS OF THE RESPECTIVE COMPANIES OR ORGANIZATIONS. This press release contains "forward-looking" statements that involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. For this purpose, any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "will," "would," "look forward" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Wind River or Rapid Logic to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed in Wind River's most recent Form 10-K and other reports filed with the Securities and Exchange Commission. Additional factors that could cause or contribute to such differences include, but are not limited to, risks relating to the consummation of the contemplated acquisition transaction, including the risk that stockholder approval might not be obtained in a timely manner, or at all. In addition, statements in this press release relating to the expected benefits of the contemplated acquisition transaction are subject to risks relating to the timing and successful integration of the technologies of Wind River and Rapid Logic, retention of key personnel, the ability to maintain or expand existing relationships between Rapid Logic and its customers, unanticipated expenditures, changing relationships with customers and suppliers and other factors. -----END PRIVACY-ENHANCED MESSAGE-----