Wind River Systems 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2009
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
500 Wind River Way, Alameda, California 94501
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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):
(e) Compensatory Arrangements of Certain Officers.
At a meeting held on July 8, 2009, the Board of Directors of Wind River Systems, Inc. (the Company) adopted resolutions authorizing and instructing the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) to adopt and approve amendments to the (i) the Wind River Systems, Inc. Vice Presidents Severance Benefit Plan and (ii) the Wind River Systems, Inc. Executive Officers Change of Control Incentive and Severance Benefit Plan in accordance with the terms of the Agreement and Plan of Merger with Intel Corporation and APC II Acquisition Corporation, dated June 4, 2009 (the Merger Agreement).
At a meeting held on July 8, 2009, the Compensation Committee approved an amendment to the Wind River Systems, Inc. Vice Presidents Severance Benefit Plan (the VP Plan) effective as of immediately prior to the Acceptance Date (as such term is defined in the Merger Agreement). In accordance with the terms of the Merger Agreement, the VP Plan was amended to:
In addition, the Compensation Committee approved, in accordance with the terms of the Merger Agreement, the amendment and restatement of the Executive Officers Change of Control Incentive and Severance Benefit Plan (the Executive Severance Plan) effective as of immediately prior to the Acceptance Date. The material changes to the Executive Severance Plan include:
The foregoing description of the amendments to such plans is not a complete description of the changes and is qualified by reference to the full text of the amendment to the VP Plan and the amended and restated Executive Severance Plan, which the Company has furnished as exhibits to this Current Report on Form 8-K.
On July 10, 2009, the Company provided an updated notice to its directors and executive officers that the trading restrictions in Company securities that would have been imposed in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR as a result of the blackout period under the Wind River Systems, Inc. 401(k) Plan (the 401(k) Plan) will not be imposed because less than 50% of the participants in the 401(k) Plan who hold shares of Company common stock in their 401(k) Plan accounts elected to tender in the tender offer commenced by Intel Corporation on June 11, 2009.
A copy of the notice is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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.