SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
(Mark One)
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended April 30, 1996 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to .
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Commission file number 0-21342
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2873391
(State of incorporation) (I.R.S. Employer Identification No.)
1010 ATLANTIC AVENUE, ALAMEDA, CALIFORNIA 94501
(Address of principal executive office)
(510) 748-4100
(Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
(1) Yes x No
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(2) Yes x No
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Indicate the number of shares outstanding of each of each of the issuers classes
of common stock, as of the latest practicable date.
COMMON STOCK: 13,883,053 SHARES OUTSTANDING AS OF MAY 31, 1996
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
10.1* Employee Stock Purchase Plan, as amended to date
10.2* 1995 Non-Employee Directors' Stock Option Plan
10.3* 1987 Equity Incentive Plan, as amended to date
10.4** Amendment, dated January 25, 1995, to Master
Distributor Agreement between Wind River Systems, K.K.
and Innotech Corporation
10.12 Amended and restated Deferred Compensation Agreement
between the Registrant and Ronald A. Abelmann, dated as
of February 23, 1996.
(b) No reports on form 8-K have been filed for the quarter ended April 30,
1996.
No other items.
SIGNATURE
Pursuant to the Securities Exchange Act of 1934, the Registrant has duly caused
this amendment to be signed on its behalf by the undersigned thereunto
authorized.
WIND RIVER SYSTEMS, INC.
Date: July 11, 1996 RICHARD W. KRABER
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Richard W. Kraber
Chief Financial Officer
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* Incorporated by reference to the registrant's Registration Statement on
Form S-8 (File No. 333-06921)
** Filed as an exhibit to the Form 10-Q/A, Amendment No. 1, for the quarterly
period ended April 30, 1996, and incorporated herein by reference
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EXHIBIT INDEX
Exhibit No. Exhibit Name
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10.12 Amended and restated Deferred Compensation
Agreement between the Registrant and Ronald
A. Abelmann, dated as of February 23, 1996.
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