8-K

UNITED STATES

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 report): May 31, 2007

WIND RIVER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33061	94-2873391
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Wind River Way, Alameda, California 94501

(Address of principal executive offices, including zip code)

(510) 748-4100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On May 31, 2007, Wind River Systems, Inc. (the “Registrant”) issued a press release announcing its financial results for the three months ended April 30, 2007. The press release did not include certain other financial information that will be filed with the Securities and Exchange Commission as part of the Registrant’s Quarterly Report on Form 10-Q for quarter ended April 30, 2007. A copy of the press release relating to such announcement, dated May 31, 2007, is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference in its entirety.

The information contained in this Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Text of Press Release issued by Wind River Systems, Inc. dated May 31, 2007

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.

Dated: May 31, 2007	WIND RIVER SYSTEMS, INC.
	By:	/s/ Jane E. Bone
		Jane E. Bone Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release issued by Wind River Systems, Inc. dated May 31, 2007

EX-99.1

Exhibit 99.1

CONTACT:

Ian Halifax

Wind River

Chief Financial Officer

+1.510.749.2155

ian.halifax@windriver.com

FOR IMMEDIATE RELEASE

Wind River Reports First Quarter Fiscal Year 2008 Results

Financial Highlights for the First Quarter of Fiscal Year 2008:

• Reported revenues increased 20% year-over-year to $78.0 million

• Deferred revenues increased 24% year-over-year to $126.0 million

• GAAP net loss per share of $0.05 and non-GAAP net income per share of $0.04

ALAMEDA, Calif., May 31, 2007— Wind River Systems, Inc. (NASDAQ: WIND), the global leader in Device Software Optimization (DSO), announced today that first quarter 2008 net revenues were $78.0 million, compared with $65.0 million reported in the first quarter of 2007, an increase of 20%. Net loss for the first quarter of fiscal 2008 was $4.6 million, compared with a net loss of $2.1 million in the first quarter a year ago. Net loss per diluted share for the quarter was $0.05, compared to $0.02 in the first quarter a year ago. Non-GAAP net income was $3.1 million, compared to $2.8 million recorded in last year’s first quarter. Non-GAAP net income per diluted share for the quarter was $0.04, compared with $0.03 in the first quarter of 2007, an increase of 33%.

Deferred revenues as of April 30, 2007 were $126.0 million, compared with $101.5 million as of April 30, 2006, an increase of 24%. Cash and cash equivalents, short-term investments and long-term investments totaled $201.0 million as of April 30, 2007.

“The momentum that we are building in the marketplace is clearly reflected in our 20% revenue growth, which is the best revenue growth that we have seen in ten quarters,” said Ken Klein, Wind River Chairman, President and CEO. “There are still key areas where we will continue to make investments, which I believe will continue to accelerate and drive growth.”

Financial Outlook

The following statements regarding Wind River’s outlook for the second quarter of 2008 and other statements in this press release are forward-looking and actual results may differ materially. Please consult the legal notice regarding forward-looking statements at the end of this press release and Wind River’s reports filed with the Securities and Exchange Commission for a more comprehensive description of risks that may impact actual results. Wind River plans to discuss its business outlook,

based on current expectations, on its earnings conference call. Wind River does not plan to provide any further financial guidance beyond the information provided in this earnings release and earnings conference call.

“For the second quarter of fiscal 2008, we expect revenues to be between $77 million and $79 million, non-GAAP net income per diluted share between $0.03 and $0.04 and GAAP net loss per diluted share between $0.04 and $0.05,” stated Ian Halifax, Wind River CFO and Senior Vice President Finance and Administration.”

Use of Non-GAAP Financial Information

All references to net income (loss) per share are calculated on a fully-diluted basis. Wind River provides non-GAAP net income, net income per share and other non-GAAP numbers as an alternative for understanding the company’s operating results. Non-GAAP financial measures are not in accordance with, or a substitute for, GAAP and may be materially different from non-GAAP measures used by other companies. The non-GAAP net income per share forecast for the three-month period ending July 31, 2007 was computed by adjusting GAAP net loss per share to exclude stock-based compensation, amortization of purchased and other intangibles, costs incurred for derivative litigation, employer payroll taxes on stock option exercises, and the tax effects of these non-GAAP adjustments. Wind River provides a reconciliation of its GAAP and non-GAAP net income (loss) and net income (loss) per share for the three-month period ended April 30, 2007 and 2006 within this release. Wind River’s management refers to these non-GAAP measures in making operating decisions because management believes such measures provide meaningful information regarding Wind River’s operational performance. For example, the non-GAAP results are an indication of Wind River’s baseline performance before gains, losses or other charges that are considered by management to be outside of the company’s business operational results. In addition, these non-GAAP financial measures facilitate management’s internal comparisons to Wind River’s historical operating results and comparisons to competitors’ operating results. Wind River includes these non-GAAP financial measures in its earnings announcement because management believes such measures allow for greater transparency to investors by supplementing the information used by management in financial and operational decision-making.

Conference Call

The company will host a conference call at 2:00 p.m. Pacific Time on May 31, 2007 to discuss these results. You may listen to the conference call by calling +1.800.399.5927 in the U.S. and +1.706.643.3427 internationally. You may also listen live via our webcast at http://ir.windriver.com/phoenix.zhtml?c=91814&p=irol-EventDetails&EventId=1434512.

A telephone replay of the conference call will be available after 5:00 p.m. Pacific Time on May 31, 2007 until 11:59 p.m. Pacific Time on June 8, 2007. You may listen to the replay of the conference call by calling +1.800.642.1687 in the U.S. and +1.706.645.9291 internationally and enter the conference i.d. 4211912. The audio webcast will be archived on the Investor Relations section of Wind River’s website located at http://ir.windriver.com/phoenix.zhtml?c=91814&p=irol-EventDetails&EventId=1434512.

About Wind River

Wind River is the global leader in Device Software Optimization (DSO). The company’s solutions enable customers to develop and run device software better, faster, at a lower cost and more reliably. Wind River’s Workbench, General Purpose Platform and Market-Specific Platforms reduce effort, cost and risk, and optimize quality and reliability at all phases of the device software development process from concept to deployed product.

Founded in 1981, Wind River is headquartered in Alameda, California, with operations worldwide. To learn more, visit Wind River at http://www.windriver.com.

Wind River Systems and the Wind River Systems logo are trademarks of Wind River Systems, Inc., and VxWorks and WIND RIVER are registered trademarks of Wind River Systems, Inc. Third party marks and brands are the property of their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements, including those relating to expected revenues and GAAP and non-GAAP net income (loss) per share for the three-month period ending July 31, 2007, as well as general statements about our business and its direction. Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes” and “estimates,” variations of such words and similar expressions are also intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated herein. Factors that could cause or contribute to such differences include but are not limited to, the success of Wind River’s implementation of its new and current products, business models and market strategies, the ability to address rapidly changing technology and markets and to deliver our products on a timely basis, the ability of our customers to sell products that include the company’s software, the impact of competitive products and pricing, weakness in the economy generally or in the technology sector specifically, the success of the company’s strategic relationships, the impact of other costs and risk factors detailed in Wind River’s Annual Report on Form 10-K for the fiscal year ended January 31, 2007, its Quarterly Reports on Form 10-Q and other periodic filings with the Securities and Exchange Commission. Wind River undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

WIND RIVER SYSTEMS, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended April 30,
	2007			2006
Revenues, net:
Product	$	28,196		$	26,843
Subscription		28,825			21,660
Service		21,028			16,473
Total revenues, net		78,049			64,976
Cost of revenues (1):
Product		525			779
Subscription		4,488			4,002
Service		13,970			10,589
Amortization of purchased intangibles		585			133
Total cost of revenues		19,568			15,503
Gross profit		58,481			49,473
Operating expenses (1):
Selling and marketing		33,423			27,619
Product development and engineering		19,881			17,549
General and administrative (2)		10,347			8,113
Amortization of other intangibles		112			95
Total operating expenses		63,763			53,376
Loss from operations		(5,282	)		(3,903	)
Other income, net		1,941			1,251
Loss before income taxes		(3,341	)		(2,652	)
Provision for (benefit from) income taxes		1,210			(532	)
Net loss	$	(4,551	)	$	(2,120	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.02	)
Shares used in per share calculation:
Basic and diluted		85,260			85,773
(1)    Includes stock-based compensation expense as follows:
Cost of revenues:
Product	$	15		$	17
Subscription		359			345
Service		212			212
Total cost of revenues		586			574
Operating expenses:
Selling and marketing		1,420			1,444
Product development and engineering		1,183			1,101
General and administrative		2,148			2,249
Total operating expenses		4,751			4,794
Total stock-based compensation	$	5,337		$	5,368

(2) Includes net restructuring reversals of $98 for the three months ended April 30, 2006

WIND RIVER SYSTEMS, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended April 30, 2007								Three Months Ended April 30, 2006
	Reported			Non-GAAP Items (1)			Non-GAAP		Reported			Non-GAAP Items (1)			Non-GAAP
Revenues, net:
Product	$	28,196		$	—		$	28,196	$	26,843		$	—		$	26,843
Subscription		28,825			—			28,825		21,660			—			21,660
Service		21,028			—			21,028		16,473			—			16,473
Total revenues, net		78,049			—			78,049		64,976			—			64,976
Cost of revenues:
Product		525			(16	)		509		779			(17	)		762
Subscription		4,488			(359	)		4,129		4,002			(345	)		3,657
Service		13,970			(220	)		13,750		10,589			(226	)		10,363
Amortization of purchased intangibles		585			(585	)		—		133			(133	)		—
Total cost of revenues		19,568			(1,180	)		18,388		15,503			(721	)		14,782
Gross profit		58,481			1,180			59,661		49,473			721			50,194
Operating expenses:
Selling and marketing		33,423			(1,428	)		31,995		27,619			(1,470	)		26,149
Product development and engineering		19,881			(1,206	)		18,675		17,549			(1,138	)		16,411
General and administrative (2)		10,347			(3,209	)		7,138		8,113			(2,158	)		5,955
Amortization of other intangibles		112			(112	)		—		95			(95	)		—
Total operating expenses		63,763			(5,955	)		57,808		53,376			(4,861	)		48,515
Income (loss) from operations		(5,282	)		7,135			1,853		(3,903	)		5,582			1,679
Other income, net		1,941			50			1,991		1,251			—			1,251
Income (loss) before income taxes		(3,341	)		7,185			3,844		(2,652	)		5,582			2,930
Provision for (benefit from) income taxes		1,210			(497	)		713		(532	)		708			176
Net income (loss)	$	(4,551	)	$	7,682		$	3,131	$	(2,120	)	$	4,874		$	2,754
Net income (loss) per share:
Basic and diluted	$	(0.05	)				$	0.04	$	(0.02	)				$	0.03
Shares used in per share calculation:
Basic		85,260						85,260		85,773						85,773
Diluted		85,260						86,739		85,773						89,351
(1)    Non-GAAP adjustments consist of:
Stock-based compensation				$	5,028							$	5,092
Amortization of Interpeak restricted stock compensation					309								276
Amortization of purchased and other intangibles					697								228
Costs incurred for stock option review and related litigation					1,059								—
Restructuring reversals					—								(98	)
Employer payroll taxes on stock option exercises					42								84
Net loss on sale of investments					50								—
Income tax related to non-GAAP adjustments					497								(708	)
Total non-GAAP adjustments				$	7,682							$	4,874

(2) Includes net restructuring reversals of $98 for the three months ended April 30, 2006

WIND RIVER SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	April 30, 2007			January 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	72,055		$	71,316
Short-term investments		26,754			38,959
Accounts receivable, net		63,534			74,763
Prepaid and other current assets		17,925			17,239
Total current assets		180,268			202,277
Investments		102,165			92,704
Property and equipment, net		75,335			74,997
Goodwill		114,624			108,354
Other intangibles, net		7,481			3,721
Other assets		16,410			16,512
Total assets	$	496,283		$	498,565
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,685		$	7,131
Accrued and other current liabilities		14,530			15,892
Accrued compensation		20,289			20,093
Income taxes payable		121			1,376
Deferred revenues		114,633			112,161
Total current liabilities		156,258			156,653
Long-term deferred revenues		11,364			14,868
Other long-term liabilities		5,761			2,910
Total liabilities		173,383			174,431
Stockholders’ equity:
Common stock		89			88
Additional paid-in-capital		834,260			825,570
Treasury stock, at cost		(52,769	)		(46,233	)
Accumulated other comprehensive income (loss)		636			(1,867	)
Accumulated deficit		(459,316	)		(453,424	)
Total stockholders’ equity		322,900			324,134
Total liabilities and stockholders’ equity	$	496,283		$	498,565