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): July 17, 1997 WIND RIVER SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 0-21342 94-2873391 (State of jurisdiction) (Commission File No.) (IRS Employer Identification No.) 1010 Atlantic Avenue Alameda, CA 94501 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (510) 748-4100 1 Item 5. Other Events - -------------------------------------------------------------------------------- On July 17, 1997, Wind River Systems, Inc. (the "Company") announced that it intends, subject to market and other conditions, to raise $100,000,000 through a private placement of convertible subordinated notes to qualified institutional investors. See the Company's press release, titled "Wind River Systems, Inc. Announces Proposed Private Placement of Convertible Subordinated Notes" attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------------- (c) Exhibits. Exhibit Number Description - ------- ----------- 99.1 Press Release, titled "Wind River Systems, Inc. Announces Proposed Private Placement of Convertible Subordinated Notes," dated July 17, 1997. 2 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. Wind River Systems, Inc. Dated: July 18, 1997 By: /s/ Richard W. Kraber ---------------------- Richard W. Kraber Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.1 Press Release, titled "Wind River Systems, Inc. Announces Proposed Private Placement of Convertible Subordinated Notes," dated July 17, 1997. 4