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 reported) September 24, 1998
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INTEGRATED SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
California 0-18268 94-2658153
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3260 Jay Street
Santa Clara, California 95054-3309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 980-1500
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Item 5: Other Events
Adoption of Stockholder Rights Plan.
On September 24, 1998, the Board of Directors of Integrated
Systems, Inc. (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, no par
value (the "Common Shares"), of the Company. The dividend is payable to
stockholders of record on October 15, 1998 (the "Record Date"). In addition, one
Right shall be issued with each Common Share that becomes outstanding (i)
between the Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are defined in the
Rights Agreement) or (ii) following the Distribution Date and prior to the
Redemption Date or Final Expiration Date, pursuant to the exercise of stock
options or under any employee plan or arrangement or upon the exercise,
conversion or exchange of other securities of the Company, which options or
securities were outstanding prior to the Distribution Date. Each Right entitles
the registered holder to purchase from the Company one two-hundredth of a share
of Series A Junior Participating Preferred Stock, no par value (the "Preferred
Shares"), of the Company, at a price of $55.00, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and ChaseMellon Shareholder Services, as
Rights Agent. A summary of the Rights and Rights Agreement is included as
Exhibit C to the Rights Agreement, which is included as Exhibit 4.1 hereto.
Item 7: Financial Statements and Exhibits.
(c) Exhibits
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4.1 Rights Agreement dated September 30, 1998,
between the Company and ChaseMellon
Shareholder Services, as Rights Agent, which
includes as Exhibit A the form of
Certificate of Determination of Preferences
of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right
Certificate and as Exhibit C the Summary of
Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's
Registration Statement on Form 8-A filed
with the Securities and Exchange Commission
on October 6, 1998.)
99.1 Press release of the Company dated September
30, 1998.
SIGNATURE
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: October 6, 1998
INTEGRATED SYSTEMS, INC.
By: /s/ Joseph Addiego
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Joseph Addiego
Chief Executive Officer
EXHIBIT INDEX
Exhibit
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4.1 Rights Agreement dated September 30, 1998, between the Company
and ChaseMellon Shareholder Services, as Rights Agent, which
includes as Exhibit A the form of Certificate of Determination
of Preferences of Series A Junior Participating Preferred
Stock, as Exhibit B the Form of Right Certificate and as
Exhibit C the Summary of Rights to Purchase Preferred Shares.
(Incorporated by reference to the Company's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 6, 1998.)
99.1 Press release of the Company dated September 30, 1998.