AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2003
REGISTRATION NO. 333-38180
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WIND RIVER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
94-2873391 |
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(State or other jurisdiction of incorporation or |
(I.R.S. employer identification no.) |
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organization) |
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500 Wind River Way
Alameda, California 94501
(510) 748-4100
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
MARLA ANN STARK
Vice President and General Counsel
500 Wind River Way
Alameda, California 94501
(510) 748-4100
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Approximate date of commencement of proposed sale to the public: This Post-Effective Amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o
This Post-Effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933, on such date as the Securities Exchange Commission, acting pursuant to said Section 8(c), may determine.
On May 31, 2000, Wind River Systems, Inc. (“Wind River”) filed its Registration Statement on Form S-3 (File No. 333-38180) (the “Registration Statement”), covering 957,169 shares of Wind River’s common stock to be sold from time to time by selling stockholders of Wind River named therein. The Registration Statement was filed in order to register shares of Wind River’s common stock issued to the former stockholders of AudeSi Technologies Inc., which was acquired by Wind River on May 1, 2000. Wind River amended the Registration Statement on July 26, 2000. On July 31, 2000, the Securities and Exchange Commission declared the Registration Statement effective.
In accordance with the undertaking contained in the Registration Statement pursuant to item 512(a)(3) of Regulation S-K, Wind River is filing this Post-Effective Amendment to remove from registration all of the shares that remain unsold under the Registration Statement as of the date hereof, calculated to be 37,775 shares of common stock, based on the records of Wind River’s transfer agent. Wind River is seeking deregistration of these shares because its obligation to maintain the effectiveness of the Registration Statement pursuant to the registration rights agreement between Wind River and AudeSi Technologies Inc. has expired.
Accordingly, Wind River is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister such number of the shares of its common stock registered pursuant to the Registration Statement as remain unsold thereunder as of the date hereof.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California, on the 13th day of June 2003.
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WIND RIVER SYSTEMS, INC. |
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By: |
/s/ Thomas St. Dennis |
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President and Chief Executive Officer |
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
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Date |
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/s/ Thomas St. Dennis |
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President, Chief Executive Officer and |
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June 13, 2003 |
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(Thomas St. Dennis) |
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Director (Principal Executive Officer) |
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/s/ Michael Zellner |
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Vice President, Finance and Chief |
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June 13, 2003 |
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(Michael Zellner) |
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Chief Financial Officer (Principal Executive Officer) |
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Chairman of the Board |
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June 13, 2003 |
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(Jerry L. Fiddler) |
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Vice Chairman of the Board |
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June 13, 2003 |
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(Narendra K. Gupta) |
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Director |
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(James W. Bagley) |
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Director |
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June 13, 2003 |
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(John C. Bolger) |
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Director |
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June 13, 2003 |
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(William B. Elmore) |
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Director |
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June 13, 2003 |
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(Grant M. Inman) |
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*By: |
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/s/ Thomas St. Dennis |
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Thomas St. Dennis |
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ATTORNEY-IN-FACT |
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