-----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, OaggR7gh8ylSXaZX7F3phSoXAsnOiQv1EelMY+6yjQDoJKmGOFYae7yaYPfRke5w hP/FpB0lvZ07sCtuL3dG0g== 0001047469-98-014208.txt : 19980409 0001047469-98-014208.hdr.sgml : 19980409 ACCESSION NUMBER: 0001047469-98-014208 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980408 SROS: NASD FILER: 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 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-38987 FILM NUMBER: 98589992 BUSINESS ADDRESS: STREET 1: 1010 ATLANTIC AVE 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 424B3 1 424B3 Filed Pursuant to Rule 424(b)(3) and (c) File No. 333-38987 PROSPECTUS SUPPLEMENT NO. 7 DATED APRIL 8, 1998 TO PROSPECTUS DATED DECEMBER 12, 1997 WIND RIVER SYSTEMS, INC. $140,000,000 5% Convertible Subordinated Notes due 2002 and Shares of Common Stock Issuable Upon Conversion Thereof This Prospectus Supplement should be read in conjunction with the Prospectus dated December 12, 1997 (the "Prospectus"). The table on pages 29, 30 and 31 of the Prospectus setting forth information concerning the Selling Securityholders is superceded by the following table: SELLING SECURITYHOLDERS The following table sets forth the names of the Selling Securityholders, the number of shares of Common Stock owned by each of them as of December 8, 1997 and the principal amount of Notes and number of Conversion Shares which may be offered pursuant to this Prospectus. This information is based upon information provided by Deutsche Bank AG, New York Branch, trustee under the Indenture, and by or on behalf of the Selling Securityholders. The Selling Securityholders may offer all, some or none of their Notes or Conversion Shares.
PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF CONVERTIBLE COMMON STOCK COMMON COMMON STOCK PERCENT CONVERTIBLE NOTES OFFERED OWNED PRIOR TO STOCK OFFERED OWNED AFTER OWNED AFTER NAME NOTES OWNED ($) HEREBY OFFERING (1) HEREBY OFFERING OFFERING AAM/Zazone Institutional Income Fund, L.P.(3) $1,300,000 $1,300,000 26,804 26,804 0 * Alexander Global Investment Fund I, Ltd. $700,000 $700,000 14,432 14,432 0 * Arkansas PERS(4) $1,400,000 $1,400,000 28,865 28,865 0 * Canadian Imperial Holdings, Inc.(9) $7,000,000 $7,000,000 144,329 144,329 0 * CFW-C, L.P.(3) $4,500,000 $4,500,000 92,783 92,783 0 * Chase Securities, Inc.(4) $6,000,000 $6,000,000 123,711 123,711 0 * Christian Science Trustees for Gifts & Endowments $155,000 $155,000 3,195 3,195 0 * Chrysler Corporation Master Retirement Trust(9) $2,000,000 $2,000,000 41,237 41,237 0 * Combined Insurance Company of America(9) $600,000 $600,000 12,371 12,371 0 * David Lipscomb University General Endowment(7) $60,000 $60,000 1,237 1,237 0 * Declaration of Trust for the Defined Benefit Plan of ICI American Holdings Inc. $620,000 $620,000 12,783 12,783 0 * Declaration of Trust for the Defined Benefit Plan of Zeneca Holdings Inc. $395,000 $395,000 8,144 8,144 0 * Delaware PERS(4) $1,100,000 $1,100,000 22,680 22,680 0 * Delaware State Employees Retirement Fund $2,055,000 $2,055,000 42,371 42,371 0 * Delta Air Lines Master Trust(9) $1,680,000 $1,680,000 34,639 34,639 0 * Deutsche Morgan Grenfell, Inc.(5) $4,693,000 $4,693,000 96,762 96,762 0 * Equitable Life Assurance Separate Account Balanced(6) $190,000 $190,000 3,917 3,917 0 * Equitable Life Assurance Separate Account Convertibles(6) $2,450,000 $2,450,000 50,515 50,515 0 * First Church of Christ Scientist - Endowment $170,000 $170,000 3,505 3,505 0 * Franklin U.S. Small Cap Growth Fund $100,000 $100,000 2,061 2,061 0 * The Frist Foundation(6) $280,000 $280,000 5,773 5,773 0 * General Motors Employees Domestic Group Trust $7,395,000 $7,395,000 152,474 152,474 0 * Hawaiian Airlines Employees Pension Plan - IAM(9) $20,000 $20,000 412 412 0 * Hawaiian Airlines Pension Plan for Salaried Employees(9) $5,000 $5,000 103 103 0 * Hillside Capital Incorporated Corporate Account $195,000 $195,000 4,020 4,020 0 * Hudson River Trust Balanced Account(6) $925,000 $925,000 19,072 19,072 0 *
S-1.
PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF CONVERTIBLE COMMON STOCK COMMON COMMON STOCK PERCENT CONVERTIBLE NOTES OFFERED OWNED PRIOR TO STOCK OFFERED OWNED AFTER OWNED AFTER NAME NOTES OWNED ($) HEREBY OFFERING (1) HEREBY OFFERING OFFERING Hudson River Trust Growth & Income Account(6) $1,345,000 $1,345,000 27,731 27,731 0 * Hudson River Trust Growth Investors(6) $850,000 $850,000 17,525 17,525 0 * ICI American Holdings Pension Trust(5) $375,000 $375,000 7,731 7,731 0 * The J.W. McConnell Family Foundation(9) $315,000 $315,000 6,494 6,494 0 * Kapiolani Medical Center for Women and Children(4) $150,000 $150,000 3,092 3,092 0 * Mainstay Convertible Fund $2,000,000 $2,000,000 41,237 41,237 0 * McMahon Securities Company, L.P. $134,000 $134,000 2,762 2,762 0 * Memphis Light Water & Gas Retirement Fund(6) $1,075,000 $1,075,000 22,164 22,164 0 * Merrill Lynch Insurance Group(8) $350,000 $350,000 7,216 7,216 0 * Merrill Lynch Pierce Fenner & Smith Inc.(5) $2,440,000 $2,440,000 50,309 50,309 0 * NALCO Chemical Retirement Trust(4) $225,000 $225,000 4,639 4,639 0 * New York Life Separate Account #7 $1,000,000 $1,000,000 20,618 20,618 0 * Occidental College $134,000 $134,000 2,762 2,762 0 * Occidental Petroleum(8) $40,000 $40,000 824 824 0 * OCM Convertible Limited Partnership(9) $200,000 $200,000 4,123 4,123 0 * OCM Convertible Trust(9) $3,435,000 $3,435,000 70,824 70,824 0 * Partner Reinsurance Company Ltd.(9) $225,000 $225,000 4,639 4,639 0 * PRIM Board(5) $1,400,000 $1,400,000 28,865 28,865 0 * Raytheon Company Master Pension Trust(9) $1,010,000 $1,010,000 20,824 20,824 0 * Retirement Plan for Pilots of Hawaiian Airlines Inc.(9) $35,000 $35,000 721 721 0 * SBC Warburg Dillon Read Inc.(5) $200,000 $200,000 4,123 4,123 0 * SMM Company B.V. $1,900,000 $1,900,000 39,175 39,175 0 * Societe Generale Securities Corporation $5,000,000 $5,000,000 103,092 103,092 0 * South Dakota Retirement Systems $2,500,000 $2,500,000 112,846 51,546 61,300 * Starvest Discretionary(4) $400,000 $400,000 8,247 8,247 0 * State Employees Retirement Plan of the State of Delaware(9) $675,000 $675,000 13,917 13,917 0 * State of Connecticut Combined Investment Funds(9) $2,420,000 $2,420,000 49,896 49,896 0 * State of Oregon Equity(9) $2,500,000 $2,500,000 51,546 51,546 0 * State of Oregon/SAIF Corporation(4) $3,500,000 $3,500,000 72,164 72,164 0 * Summer Hill Global Partners L.P. $60,000 $60,000 1,237 1,237 0 * The TCW Group, Inc. $8,390,000 $8,390,000 172,989 172,989 0 * Tennessee Consolidated Retirement Systems $2,500,000 $2,500,000 51,546 51,546 0 * Thermo Electron Balanced Investment Fund $540,000 $540,000 11,134 11,134 0 * Vanguard Convertible Securities Fund, Inc.(9) $1,755,000 $1,755,000 36,185 36,185 0 * Zeneca Holdings Pension Trust(5) $375,000 $375,000 7,731 7,731 0 *
S-2. - ------------ * Less than one percent. (1) Includes Conversion Shares based on a conversion price of $48.50 per share and a cash payment in lieu of any fractional interest. (2) Deutsche Morgan Grenfell, Inc. ("DMG") was lead placement agent in the offering of the Notes. Deutsche Bank New York ("DBNY") is the trustee for the Notes. DMG is an affiliate of DBNY, the trustee under the Indenture for the Notes. (3) The amount of Convertible Notes owned by each Selling Securityholder as of January 9, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (4) The amount of Convertible Notes owned by each Selling Securityholder as of January 13, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (5) The amount of Convertible Notes owned by each Selling Securityholder as of January 23, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (6) The amount of Convertible Notes owned by each Selling Securityholder as of February 17, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (7) The amount of Convertible Notes owned by each Selling Securityholder as of February 23, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (8) The amount of Convertible Notes owned by each Selling Securityholder as of March 25, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (9) The amount of Convertible Notes owned by each Selling Securityholder as of April 8, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). Other than as set forth in the table, none of the Selling Securityholders listed above had any material relationship with the Company other than as a result of ownership of the Notes, within the three-year period ending on the date of this Prospectus. Because the Selling Securityholders may offer all or some of the Notes that they hold and/or Conversion Shares pursuant to the offering contemplated by this Prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Notes or Conversion Shares by the Selling Securityholders, no estimate can be given as to the principal amount of Notes or Conversion Shares that will be held by the Selling Securityholders after completion of this offering. S-3. -----END PRIVACY-ENHANCED MESSAGE-----