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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant
to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ______)
Filed by the Registrant [X]
Filed by a Party other than the
Registrant [_]
Check the appropriate box:
| [_] |
Preliminary
Proxy Statement |
| [_] |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [_] |
Definitive
Proxy Statement |
| [X] |
Definitive
Additional Materials |
| [_] |
Soliciting
Material under Rule 14a-12 |
WIND RIVER SYSTEMS,
INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
| [_] |
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| |
1. |
Title
of each class of securities to which transaction applies: |
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2. |
Aggregate
number of securities to which transaction applies: |
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3. |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined): |
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4. |
Proposed
maximum aggregate value of transaction: |
| [_] |
Fee
paid previously with preliminary materials. |
| [_] |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
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6. |
Amount
Previously Paid: |
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7. |
Form,
Schedule or Registration Statement No.: |
VIA FACSIMILE
December 10, 2003
Ms.
Patricia Tiller
Institutional Shareholder Services
2099 Gaither Road, Suite 501
Rockville, Maryland 20850-4045
| Re: |
Special
Meeting of Stockholders |
Dear Ms. Tiller:
As
you know, the Board of Directors of Wind River Systems, Inc. (the “Company”)
has proposed an amendment to the Company’s 1998 Equity Incentive Plan (the “Plan”)
to (i) increase the aggregate number of shares of the Company’s common stock
authorized and reserved for option and other stock awards under the Plan by 1,900,000
shares and (ii) increase the maximum number of shares of the Company’s common stock
that may be issued to any employee pursuant to stock options or stock appreciation
rights in any calendar year in accordance with Section 162(m) of the Internal Revenue
Code. This proposed amendment is set forth in the proxy statement (the “Proxy
Statement”) mailed to the Company’s stockholders on November 26, 2003, and
will be voted on by the Company’s stockholders at a special meeting of stockholders
to be held on December 19, 2003.
This
letter is to clarify to ISS that, assuming the amendment to the Plan is approved by the Company’s stockholders as set forth in the Proxy Statement, the Company has no present intention to do any of the following:
1. Reprice any outstanding stock
options issued under any of the Company’s existing or future incentive and stock option plans
(including, without limitation, the Plan) by lowering the option exercise price without
the prior approval of the Company’s stockholders;
2. Issue rights to
acquire restricted stock under the Company’s existing incentive and stock option
plans in excess of 10% of the current shares of common stock available for grant under
those plans; or
3. Grant options with an exercise price less than one hundred
percent (100%) of the fair market value of the Company's common stock, or grant stock awards other than options
with a purchase price less than eighty-five percent (85%) of the fair
market value of the Company's common stock on the date such award is made or at the time the purchase is consummated.
Also,
for your information, a schedule outlining the outstanding and
exercisable options issued by the Company by price range as of October 31, 2003
(unaudited) is attached hereto as Exhibit A and will be included in the notes to
our unaudited condensed consolidated financial statements, which will be filed
with our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2003.
The Company believes these clarifications will permit ISS to recommend
that the Company's stockholders approve the amendment to the Plan as set forth
in the Proxy Statement. If you have any additional questions, please contact our
Corporate Treasurer, Tyler Painter, at (510) 749-2551.
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Sincerely,
/s/ Narendra K. Gupta
Narendra K. Gupta
Interim President and Chief Executive Officer |
Attachment
| cc: |
Tyler
Painter
Rosemary G. Reilly
Craig W. Adas, Esq. |
EXHIBIT A
WIND RIVER SYSTEMS’ LETTER TO INSTITUTIONAL SHAREHOLDER SERVICES DATED DECEMBER 10, 2003
OUTSTANDING
AND EXERCISABLE OPTIONS BY PRICE RANGE AS OF OCTOBER 31, 2003
(UNAUDITED)
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|
|
OPTIONS
OUTSTANDING |
|
OPTIONS
EXERCISABLE |
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|
|
|
|
|
|
| Range
of Exercise Prices |
|
Number
Outstanding |
|
Weighted
Average
Remaining
Contractual Life
(in years) |
|
Weighted
Average
Exercise
Price |
|
Number
Exercisable |
|
Weighted
Average
Exercise
Price |
|
|
|
|
|
|
|
|
|
|
|
| (In thousands, except exercise price and contractual life data) |
| |
|
|
|
|
| $1.10 |
— |
$4.27 |
|
504 |
|
3.54 |
|
$3.44 |
|
380 |
|
$3.47 |
| 4.32 |
— |
5.00 |
|
3,049 |
|
3.69 |
|
4.99 |
|
34 |
|
4.71 |
| 5.28 |
— |
6.33 |
|
508 |
|
6.05 |
|
5.67 |
|
193 |
|
5.72 |
| 6.36 |
— |
6.92 |
|
2,931 |
|
5.03 |
|
6.92 |
|
2,196 |
|
6.92 |
| 7.15 |
— |
10.25 |
|
796 |
|
5.47 |
|
9.43 |
|
591 |
|
9.33 |
| 10.27 |
— |
10.40 |
|
1,394 |
|
7.89 |
|
10.40 |
|
754 |
|
10.40 |
| 11.14 |
— |
16.00 |
|
1,613 |
|
6.25 |
|
15.40 |
|
1,427 |
|
15.46 |
| 16.19 |
— |
44.50 |
|
944 |
|
5.83 |
|
30.07 |
|
857 |
|
29.94 |
| 47.94 |
— |
47.94 |
|
3 |
|
6.92 |
|
47.94 |
|
2 |
|
47.94 |
| 48.63 |
— |
48.63 |
|
1 |
|
6.36 |
|
48.63 |
|
1 |
|
48.63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1.10 |
|
48.63 |
|
11,743 |
|
5.27 |
|
9.84 |
|
6,435 |
|
12.28 |
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|
|
|
|
|
|
|
|
|
|
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As of October
31, 2003, an aggregate of 9.0 million shares were available for grant under all of our
option plans.