-----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, BnQ6EnkwPKoDrkurPa259z91c3FdXUZRf4APtU/GkyZT/nhqGBH+NL09tPWs+dK4 bBL3JvLIdfmMzde1jI/Q/Q== 0000912057-96-013963.txt : 19960708 0000912057-96-013963.hdr.sgml : 19960708 ACCESSION NUMBER: 0000912057-96-013963 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960705 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIND RIVER SYSTEMS INC CENTRAL INDEX KEY: 0000833829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942873391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21342 FILM NUMBER: 96591603 BUSINESS ADDRESS: STREET 1: 1010 ATLANTIC AVE CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107484100 MAIL ADDRESS: STREET 2: 1010 ATLANTIC AVE CITY: ALAMEDA STATE: CA ZIP: 94501 10-Q/A 1 FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (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 ____. 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 --- --- (2) Yes X No --- --- 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 (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 3, 1996 /s/ RICHARD W. KRABER -------------------------------- Richard W. Kraber Chief Financial Officer - -------------------------------------------------------------------------------- *Incorporated by reference to the registrant's Registration Statement on Form S-8 (File No. 333-06921) 2 Exhibit Index Exhibit No. Exhibit Name Page - ----------- ------------ ---- 10.4 Amendment, dated January 25, 1995, to Master 4 Distributor Agreement between Wind River Systems, K.K. and Innotech Corporation 3 EX-10.4 2 EXHIBIT 10.4 AMENDMENT TO MASTER DISTRIBUTOR AGREEMENT This Amendment to the Master Distributor Agreement between Wind River Systems, KK and Innotech Corporation entered into on July 29,1992, makes the following changes and additions to the 1992 Agreement: 1. The Master Distributor Agreement is hereby renewed and the Term of Agreement (Exhibit A to the Master Distributor Agreement) will be changed from the 1992 Agreement to commence on the date of the signing of this Amendment. Renewal shall be based on performance, and shall be automatic year-to-year on the anniversary of the signing of this Amendment unless either party provides 60 days advance notice of cancellation. 2. Innotech Corporation will provide Wind River Systems, Inc. non-refundable, non-cancelable purchase orders for immediate shipment of Wind River products outlined in the company's standard price book in the amount of $250,000 per quarter by the 15th of the month in January 1995, June 1995, September 1995 and December 1995; and $375,000 per quarter on or before the 15th of the month in March, June, September and December 1996; and, $500,000 per quarter on the same dates in March, June, September and December 1997. 3. In return Wind River Systems, Inc. will provide to Innotech Corporation an unconditional warrant to purchase 100,000 shares of Wind River common stock in four years from the date of this Agreement, at a price of 125% of the closing market price on the day that this amendment is mutually signed, but no later than January 31, 1995. Wind River Systems, Inc. will draw up the necessary English language paperwork for this warrant at its expense. 4. To further ensure close cooperation between the companies and to make sure Innotech has the best training and support as we restart this relationship, Wind River will require as part of this Amendment: a. Two Innotech application engineers will attend a three week training program at Wind River Systems, Inc. corporate headquarters no later than March 1995. b. At least one senior field application engineer will spend one week each year thereafter in a refresher training program at Wind River Systems, Inc. in Alameda. c. The senior Innotech sales representative responsible for the Wind River product line will spend two weeks at Wind River Systems, Inc. in the U.S. for sales and product training. Expenses for the training will be the responsibility of Wind River Systems, Inc. Transportation and living expenses will be paid by Innotech. 5. This Amendment shall survive unless otherwise the product will lose competitiveness in the market. This Amendment constitutes the only changes made to the 1992 Master Distributor Agreement. 4 Signed: WIND RIVER SYSTEMS, KK INNOTECH CORPORATION By: /s/Ronald A. Abelmann By: /s/Taizo Watanabe ------------------------------------- ------------------------------- Title:President & Chief Executive Officer Title: Director ----------------------------------- ----------------------------- Address:POLA Ebisu Bldg. 11F Address:2-15-10 Shin Yokohama --------------------------------- --------------------------- 3-9-19 Higashi Kouhoku-ku, Yokohama-shi --------------------------------- --------------------------- Shibuya-ku Kanagawa, 111 Japan --------------------------------- --------------------------- Tokyo, 150 Japan --------------------------------- Date: January 25, 1995 Date: January 25, 1995 ----------------------------------- ----------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----