-----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, S68mN7/eFlwRcN+YZ3s1CLBrmppVunYhdWzs9dJh047b1fQQd1GdZQm5k3oma40t 87fsow6Wb/bWn344+tRnBw== 0001047469-98-040145.txt : 19981113 0001047469-98-040145.hdr.sgml : 19981113 ACCESSION NUMBER: 0001047469-98-040145 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981112 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: 98744243 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. 16 DATED NOVEMBER 12, 1998 TO PROSPECTUS DATED DECEMBER 12, 1997 WIND RIVER SYSTEMS, INC. $140,000,000 5% Convertible Subordinated Notes due 2002 and Shares of Common Stock Issuable Upon Conversion thereof This Prospectus Supplement should be read in conjunction with the Prospectus dated December 12, 1997 (the "Prospectus"). The table on pages 29, 30 and 31 of the Prospectus setting forth information concerning the Selling Securityholders is superceded by the following table: SELLING SECURITYHOLDERS The following table sets forth the names of the Selling Securityholders, the number of shares of Common Stock owned by each of them as of December 8, 1997 and the principal amount of Notes and number of Conversion Shares which may be offered pursuant to this Prospectus. This information is based upon information provided by Deutsche Bank AG, New York Branch, trustee under the Indenture, and by or on behalf of the Selling Securityholders. The Selling Securityholders may offer all, some or none of their Notes or Conversion Shares.
PRINCIPAL PRINCIPAL AMOUNT OF COMMON AMOUNT OF CONVERTIBLE COMMON COMMON STOCK CONVERTIBLE NOTES STOCK OWNED STOCK OWNED SECURITIES OFFERED PRIOR TO OFFERED AFTER NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT ---- ----------- ------------ ------------ -------- -------- ------- AAM/Zazone Institutional Income $ 1,300,000 $ 1,300,000 26,804 26,804 0 * Fund, L.P.(3) Alexandra Global Investment $ 300,000 $ 300,000 6,186 6,186 0 * Fund I, Ltd (15) Arkansas PERS $ 1,400,000 $ 1,400,000 28,865 28,865 0 * California Public Employees' $ 3,500,000 $ 3,500,000 72,165 72,165 0 * Retirement System Canadian Imperial Holdings, Inc. (14) $ 2,000,000 $ 2,000,000 41,237 41,237 0 * CFW-C, L.P. (3) $ 1,500,000 $ 1,500,000 30,928 30,928 0 * Christian Science Trustees for Gifts & $ 155,000 $ 155,000 3,195 3,195 0 * Endowments Combined Insurance Company $ 150,000 $ 150,000 3,093 3,093 0 * of America (17) David Lipscomb University General $ 50,400 $ 50,400 1,039 1,039 0 * Endowment (7) Declaration of Trust for the Defined $ 620,000 $ 620,000 12,783 12,783 0 * Benefit Plan of ICI American Holdings Inc. Declaration of Trust for the Defined $ 395,000 $ 395,000 8,144 8,144 0 * Benefit Plan of Zeneca Holdings Inc. Delaware PERS (4) $ 1,100,000 $ 1,100,000 22,680 22,680 0 * Delaware State Employees $ 725,000 $ 725,000 14,948 14,948 0 * Retirement Fund (18) S-1. PRINCIPAL PRINCIPAL AMOUNT OF COMMON AMOUNT OF CONVERTIBLE COMMON COMMON STOCK CONVERTIBLE NOTES STOCK OWNED STOCK OWNED SECURITIES OFFERED PRIOR TO OFFERED AFTER NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT ---- ----------- ------------ ------------ -------- -------- ------- Deutsche Morgan Grenfell, $13,808,000 $13,808,000 284,701 284,701 0 * Inc.(2)(11) Equitable Life Assurance Separate $ 190,000 $ 190,000 3,917 3,917 0 * Account Balanced (6) Equitable Life Assurance Separate $ 1,855,000 $ 1,855,000 38,247 38,247 0 * Account Convertibles (6) First Church of Christ Scientist- $ 170,000 $ 170,000 3,505 3,505 0 * Endowment Franklin U.S. Small Cap Growth $ 100,000 $ 100,000 2,061 2,061 0 * Fund The Frist Foundation (6) $ 280,000 $ 280,000 5,773 5,773 0 * General Motors Employees Domestic $ 6,095,000 $ 6,095,000 125,670 125,670 0 * Group Trust (18) Hawaiian Airlines Employees Pension $ 20,000 $ 20,000 412 412 0 * Plan - IAM (9) Hawaiian Airlines Pension Plan for $ 5,000 $ 5,000 103 103 0 * Salaries Employees (9) Hudson River Trust Balanced Account $ 535,000 $ 535,000 11,031 11,031 0 * (6) Hudson River Trust Growth & $ 1,195,000 $ 1,195,000 24,639 24,639 0 * Income Account (6) Hudson River Trust Growth Investors $ 790,000 $ 790,000 16,289 16,289 0 * (6) ICI American Holdings Pension $ 375,000 $ 375,000 7,731 7,731 0 * Trust(5) The J.W. McConnell Family $ 315,000 $ 315,000 6,494 6,494 0 * Foundation (9) Kapiolani Medical Center for Women $ 150,000 $ 150,000 3,092 3,092 0 * and Children (4) 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 $ 1,005,000 $ 1,005,000 20,722 20,722 0 * Retirement Fund (6) Merrill Lynch Insurance Group (8) $ 300,000 $ 300,000 6,186 6,186 0 * Merrill Lynch Pierce Fenner & Smith $ 500,000 $ 500,000 10,309 10,309 0 * Inc. (5) (12) MFS Series Trust I--MFS $ 3,000 $ 3,000 62 62 0 * Convertible Securities Fund (18) NALCO Chemical Retirement Trust $ 225,000 $ 225,000 4,639 4,639 0 * (4) New York Life Separate Account #7 $ 1,000,000 $ 1,000,000 20,618 20,618 0 * S-2. PRINCIPAL PRINCIPAL AMOUNT OF COMMON AMOUNT OF CONVERTIBLE COMMON COMMON STOCK CONVERTIBLE NOTES STOCK OWNED STOCK OWNED SECURITIES OFFERED PRIOR TO OFFERED AFTER NAME OWNED($) HEREBY OFFERING(1) HEREBY OFFERING PERCENT ---- ----------- ------------ ------------ -------- -------- ------- Occidental College $ 134,000 $ 134,000 2,762 2,762 0 * OCM Convertible Limited Partnership (17) $ 20,000 $ 20,000 412 412 0 * OCM Convertible Trust (17) $ 120,000 $ 120,000 2,474 2,474 0 * Paloma Securities LLC (17) $ 50,000 $ 50,000 1,031 1,031 0 * PRIM Board (5) $ 1,400,000 $ 1,400,000 28,865 28,865 0 * Retirement Plan for Pilots of $ 35,000 $ 35,000 721 721 0 * Hawaiian Airlines Inc. (9) SBC Warburg Dillon Read Inc.(5) $ 200,000 $ 200,000 4,123 4,123 0 * Silverton International Fund Limited (17) $ 1,650,000 $ 1,650,000 34,021 34,021 0 * SMM Company B.V. $ 1,900,000 $ 1,900,000 39,175 39,175 0 * Societe Generale Securities $ 5,000,000 $ 5,000,000 103,092 103,092 0 * Corporation South Dakota Retirement System $ 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 of Oregon Equity (9) $ 2,500,000 $ 2,500,000 51,546 51,546 0 * State of Oregon/SAIF Corporation (16) $ 3,000,000 $ 3,000,000 61,856 61,856 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 $ 1,000,000 $ 1,000,000 20,619 20,619 0 * Systems (16) Thermo Electron Balanced Investment $ 540,000 $ 540,000 11,134 11,134 0 * Fund Warburg Dillon Read LLC (16) $ 500,000 $ 500,000 10,309 10,309 0 * Zeneca Holdings Pension Trust (5) $ 375,000 $ 375,000 7,731 7,731 0 *
_______________________ * 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 Bank Securities Inc., formerly known and here listed as 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). S-3. (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 (asuming 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). (10) The amount of Convertible Notes owned by each Selling Securityholder as of July 15, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (11) The amount of Convertible Notes owned by each Selling Securityholder as of July 20, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (12) The amount of Convertible Notes owned by each Selling Securityholder as of August 12, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (13) The amount of Convertible Notes owned by each Selling Securityholder as of August 19, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (14) The amount of Convertible Notes owned by each Selling Securityholder as of October 1, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (15) The amount of Convertible Notes owned by each Selling Securityholder as of October 5, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (16) The amount of Convertible Notes owned by each Selling Securityholder as of October 22, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (17) The amount of Convertible Notes owned by each Selling Securityholder as of November 2, 1998 (assuming no Convertible Notes have been sold under this Prospectus as of such date). (18) The amount of Convertible Notes owned by each Selling Securityholder as of November 12, 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-4. -----END PRIVACY-ENHANCED MESSAGE-----