- Post-Effective Amendment to an S-8 filing (S-8 POS)
2009年7月17日 - 4:47AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 16, 2009
Registration No. 333-112156
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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)
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Delaware
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94-2873391
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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500 WIND RIVER WAY
ALAMEDA, CALIFORNIA 94501
(510) 748-4100
(Address and telephone number, including area code, of principal executive offices)
1998 EQUITY INCENTIVE PLAN
(Full title of the plan)
Ian R. Halifax
Senior Vice President of Finance and Administration,
Chief Financial Officer and Director
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)
With Copies to:
Aaron J. Alter, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration No. 333-112156) previously filed by Wind
River Systems, Inc., a Delaware corporation (the
Registrant
), on January 23, 2004, as amended by that certain Post-Effective Amendment No. 1 to Form S-8 filed on June 24, 2005 (the
Registration
Statement
).
On July 16, 2009, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 4, 2009,
by and among the Registrant, Intel Corporation, a Delaware corporation (
Parent
), and APC II Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (
Purchaser
), Purchaser merged
with and into the Registrant (the
Merger
) with the Registrant continuing after the Merger as the surviving corporation. As a result of the Merger, the Registrant has terminated all offerings of securities pursuant to its existing
registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any securities
registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the effective time
of the Merger.
SIGNATURES
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-8 and has duly
caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 (Registration No. 333-112156) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alameda, State of California, on
the 16th day of July, 2009.
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WIND RIVER SYSTEMS, INC.
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By:
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/s/ Ian R. Halifax
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Ian R. Halifax
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Senior Vice President of Finance and
Administration,
Chief Financial Officer and Director
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 2 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Kenneth R. Klein
Kenneth R. Klein
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President and Director
(Principal Executive Officer)
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July 16, 2009
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/s/ Ian R. Halifax
Ian R. Halifax
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Senior Vice President of Finance and Administration,
Chief Financial Officer and Director
(Principal Financial Officer)
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July 16, 2009
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/s/ Jane E. Bone
Jane E. Bone
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Chief Accounting Officer
(Principal Accounting Officer)
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July 16, 2009
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/s/ Renee J. James
Renee J. James
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Chairman of the Board and Director
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July 16, 2009
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/s/ Chi K. Miller
Chi K. Miller
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Director
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July 16, 2009
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/s/ Tiffany D. Silva
Tiffany D. Silva
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Director
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July 16, 2009
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First Wind Holdings Inc. (MM) (NASDAQ:WIND)
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First Wind Holdings Inc. (MM) (NASDAQ:WIND)
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