Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on June 24, 2005

Registration No. 333-06921


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

WIND RIVER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   94-2873391

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

500 Wind River Way

Alameda, California 94501

(Address, including zip code, of registrant’s principal executive offices)

 


 

1987 Equity Incentive Plan

1995 Non-Employee Directors’ Stock Option Plan

(Full title of the plan)

 


 

Michael W. Zellner

Senior Vice President, Finance and Administration,

Chief Financial Officer and Secretary

Wind River Systems, Inc.

500 Wind River Way

Alameda, California 94501

(510) 748-4100

(Name, address, and telephone number, including area code, of agent for service)

 



EXPLANATORY STATEMENT

 

On June 26, 1996, Wind River Systems, Inc. (the “Registrant”) registered an aggregate of 3,375,000 shares of its common stock (as adjusted for stock splits) of which 2,362,500 shares (as adjusted for stock splits) were registered for issuance under the Registrant’s 1987 Equity Incentive Plan and of which 337,500 shares (as adjusted for stock splits) were registered for issuance under the Registrant’s 1995 Non-Employee Directors’ Stock Option Plan (collectively referred herein to as the “Plans”) on a registration statement on Form S-8 (File No. 333-06921).

 

On June 8, 2005, the Registrant’s stockholders approved the Wind River Systems, Inc. 2005 Equity Incentive Plan (the “2005 Plan”) that replaces the Plans. Under the 2005 Plan, the Registrant carried forward 764,692 shares of its common stock (as adjusted for stock splits) that remained unissued under the Plans (the “Unissued Shares”). The Registrant is filing this post-effective amendment to deregister the Unissued Shares. The Unissued Shares deregistered by this post-effective amendment will be registered on a subsequently filed registration statement on Form S-8 for the 2005 Plan. The deregistration of the Unissued Shares shall be effective immediately upon the filing of this post-effective amendment.


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California, on this 24th day of June, 2005.

 

WIND RIVER SYSTEMS, INC.
By:  

/s/ Michael W. Zellner


    Michael W. Zellner
    Senior Vice President, Finance and
   

Administration, Chief Financial Officer

and Secretary

 

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-8 HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED:

 

Signature


  

Title


 

Date


/s/ Kenneth R. Klein


Kenneth R. Klein

   Chairman of the Board, President and Chief Executive Officer (principal executive officer)   June 24, 2005

/s/ Michael W. Zellner


Michael W. Zellner

   Senior Vice President of Finance and Administration, Chief Financial Officer and Secretary (principal financial and accounting officer)   June 24, 2005

/s/ Narendra K. Gupta


Narendra K. Gupta

   Vice Chairman of the Board   June 24, 2005

/s/ John C. Bolger


John C. Bolger

   Director   June 24, 2005

/s/ William B. Elmore


William B. Elmore

   Director   June 24, 2005

/s/ Jerry L. Fiddler


Jerry L. Fiddler

   Director   June 24, 2005

/s/ Grant M. Inman


Grant M. Inman

   Director   June 24, 2005

/s/ Harvey C. Jones


Harvey C. Jones

   Director   June 24, 2005

 


Standish H. O’Grady

   Director