UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 810, 2009

WIND RIVER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-33061		94-2873391
(State or other jurisdiction of incorporation)		(Commission File ~~No.~~Number)		(IRS Employer Identification No.)

500 Wind River Way, Alameda, California 94501

(Address of principal executive offices, including zip code)

(510) 748-4100

(Registrant’s telephone number, including area code)

N/A

(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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 5.0201 ~~Departure~~Changes ofin ~~Directors~~Control ~~or Certain Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Registrant.

On June 4, 2009, Wind River Systems, Inc., a Delaware corporation (ethe “Company”), ~~Compensatory~~entered ~~Arrangements~~into an Agreement and Plan of ~~Certain~~Merger ~~Officers~~(the “Merger Agreement”) with Intel Corporation, a Delaware corporation (“Intel”), and APC II Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Intel (the “Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, the Purchaser commenced a tender offer for all of the outstanding shares of common stock of the Company, par value $0.001 per share (the “Company Shares”), including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.001 per share (collectively, with the Company Shares, the “Shares”), at a price of $11.50 per Share, net to the tendering stockholders in cash, without interest and less any required withholding taxes (the “Offer”), upon the terms and subject to the conditions disclosed in the Offer to Purchase on Schedule TO filed by Intel and the Purchaser with the United States Securities and Exchange Commission on June 11, 2009, as amended (the “Offer to Purchase”).

AtThe initial offering period of the Offer expired at 12:00 a.m. ~~meeting~~(midnight), ~~held~~New York City time, on Thursday, July 89, 2009. On July 10, ~~the~~2009, ~~Board~~Intel ofannounced ~~Directors~~that as of ~~Wind~~the ~~River~~expiration ~~Systems,~~of ~~Inc. (~~the ~~“Company”)~~initial ~~adopted~~offering ~~resolutions~~period, ~~authorizing~~approximately ~~and~~68,859,629 ~~instructing~~Shares, ~~the~~representing ~~Compensation~~approximately ~~Committee~~89% of the ~~Board~~Company’s ofissued ~~Directors of~~and ~~the~~outstanding ~~Company~~Shares, ~~(the~~were ~~“Compensation~~validly ~~Committee”)~~tendered ~~to adopt~~ and ~~approve~~not withdrawn ~~amendments~~pursuant to the Offer (~~i) the~~including ~~Wind River Systems~~6,223,509 ~~Inc.~~Shares ~~Vice~~that ~~Presidents’~~were ~~Severance~~tendered ~~Benefit~~pursuant ~~Plan~~to ~~and~~guaranteed ~~(ii) the~~delivery ~~Wind River Systems~~procedures), ~~Inc.~~and ~~Executive~~that ~~Officers’ Change~~the ofPurchaser ~~Control~~had ~~Incentive~~accepted ~~and~~such ~~Severance~~Shares ~~Benefit~~for ~~Plan~~payment. inAs ~~accordance~~a ~~with~~result ~~the~~of ~~terms~~such ofacceptance, ~~the~~a ~~Agreement~~change ~~and~~in ~~Plan~~control of ~~Merger~~the Company ~~with~~has ~~Intel~~occurred, ~~Corporation~~ and ~~APC~~the IICompany ~~Acquisition~~has ~~Corporation,~~become ~~dated~~an ~~June 4,~~indirect ~~2009~~subsidiary ~~(the~~of ~~“Merger Agreement”)~~Intel.

AtBased aon ~~meeting~~the ~~held~~per onShare ~~July 8,~~consideration ~~2009,~~of ~~the~~$11.50 ~~Compensation~~and ~~Committee~~the number ~~approved~~of anShares ~~amendment~~tendered toand ~~the~~accepted ~~Wind~~for ~~River Systems~~purchase, ~~Inc.~~the ~~Vice Presidents’~~value ~~Severance~~of ~~Benefit~~the ~~Plan~~Shares ~~(the~~purchased ~~“VP~~by ~~Plan”)~~the ~~effective~~Purchaser as of ~~immediately~~the ~~prior~~expiration toof the ~~Acceptance~~initial ~~Date~~offering ~~(as~~period ~~such~~is ~~term~~approximately is$792 ~~defined~~million. As described in the ~~Merger~~Offer ~~Agreement).~~to InPurchase, ~~accordance~~the ~~with~~Purchaser and Intel have obtained the ~~terms~~necessary funds for payment of the ~~Merger~~Shares ~~Agreement,~~from ~~the~~Intel’s VPexisting ~~Plan~~cash ~~was amended~~balances. ~~to:~~The Offer is not conditioned on any financing arrangements.

•Pursuant ~~Clarify~~to ~~that~~the ~~participants~~Merger ~~will~~Agreement, ~~not~~as beof ~~eligible~~the initial acceptance for ~~benefits~~payment ~~under~~by the VPPurchaser ~~Plan~~on ~~upon~~July 10, a2009 ~~voluntary~~of ~~termination~~the ofShares ~~employment~~validly ~~for~~tendered ~~any~~and ~~reason~~not withdrawn, ~~including~~the aPurchaser ~~termination~~became ofentitled ~~employment~~to bydesignate adirectors to ~~participant~~the ~~under~~Company’s ~~circumstances~~Board ~~that~~of ~~could~~Directors ~~constitute~~(the “~~good reason~~Board”,) ~~“constructive~~equal ~~termination”~~to the orproduct ~~any~~of ~~term~~(x) the total number of ~~similar~~directors ~~import~~on the Board multiplied by (y) the percentage that the aggregate number of Shares beneficially owned by the Purchaser following such acceptance for purchase bears to the total number of Company Shares then outstanding. On July 14, 2009, Purchaser designated Paul S. Otellini, Sean M. Maloney, Arvind Sodhani and Renee James as ~~determined~~the ~~under~~members ~~applicable~~to ~~law~~the Board and the Board appointed them to replace Jerry L. Fiddler, ~~guidance~~Narendra orK. ~~custom);~~Gupta, Standish H. O’Grady and Kenneth R. Klein, who resigned from the Board. In addition, on July 14, 2009, John C. Bolger, Grant M. Inman and Harvey C. Jones continued on as the Audit Committee of the Board, and each of the Compensation Committee, Nominating and Corporate Governance Committee and Non-Officer Equity Awards

• Committee ~~Provide that no provision~~ of the VPBoard ~~Plan~~were ~~will~~dissolved ~~result~~and inall ~~the acceleration~~ of ~~vesting,~~the ~~exercisability~~duties orand ~~settlement~~responsibilities of ~~any~~each ~~stock~~such ~~option,~~dissolved ~~restricted~~committees ~~stock~~were ~~unit~~assigned orto ~~other~~and ~~equity~~conferred ~~based~~upon ~~award that is not outstanding at~~ the ~~Effective Time (as such term is defined in the Merger Agreement)~~ Board.

InAll ~~addition,~~stockholders ~~the~~who ~~Compensation~~did ~~Committee~~not ~~approved,~~tender intheir ~~accordance~~Shares ~~with~~as ~~the~~part ~~terms~~ of the ~~Merger Agreement~~Offer, ~~the~~as ~~amendment~~extended ~~and~~by ~~restatement~~the ofsubsequent ~~the~~offering ~~Executive~~period, ~~Officers’~~will ~~Change~~receive $11.50 ofin ~~Control~~cash ~~Incentive~~for ~~and~~each ~~Severance~~Share ~~Benefit~~held ~~Plan~~at (the ~~“Executive~~ ~~Severance~~time ~~Plan”)~~the ~~effective~~acquisition asis ofcompleted ~~immediately~~in ~~prior~~accordance towith the ~~Acceptance~~Merger ~~Date.~~Agreement ~~The~~(other ~~material~~than ~~changes~~stockholders towho ~~the~~validly ~~Executive~~perfect ~~Severance~~appraisal ~~Plan~~rights ~~include:~~under Delaware law).

•To ~~Providing~~the ~~that~~knowledge ~~commissions~~of ~~and~~the ~~MBO~~Company, ~~payments~~except as set forth herein, there are ~~included~~no inarrangements, including any pledge by any person of securities of the ~~definition~~Company, the operation of ~~“compensation”~~which ~~used~~may toat ~~calculate~~a ~~benefits~~subsequent ~~payable~~date ~~under~~result ~~the~~in ~~Executive~~a ~~Severance~~further ~~Plan;~~change in control of the Company.

•Item ~~Removing~~5.02 ~~the~~Departure ~~“good~~of ~~reason”~~Directors ~~trigger~~or ~~under~~Certain ~~the~~Officers; ~~Executive~~Election ~~Severance~~of ~~Plan~~Directors; ~~and~~Appointment ~~clarifying that participants will not be entitled to benefits under the Executive Severance Plan in connection with any voluntary termination~~ of ~~employment,~~Certain ~~including~~Officers; ~~under~~Compensatory ~~circumstances~~Arrangements ~~that could constitute “good reason”, “constructive termination” or any term~~ of ~~similar~~Certain ~~import (as determined under applicable law, guidance or custom);~~Officers.

•The ~~Limiting~~disclosure ~~the~~called ~~acceleration~~for ofby ~~vesting,~~this ~~exercisability~~Item oris ~~settlement~~incorporated ofby ~~any~~reference ~~stock~~to ~~option,~~the ~~restricted~~disclosure ~~stock~~set ~~unit~~forth orin ~~other~~Item 5.01 ~~equity~~of ~~based~~this ~~award~~report. ~~to awards outstanding at the Effective Time; and~~

•In ~~Providing~~addition, ~~that~~according ~~for~~to the ~~twelve~~Offer ~~(12)~~to ~~month~~Purchase, ~~period~~there ~~following~~are ~~the~~no ~~Effective Time~~transactions, ~~Intel~~or ~~Corporation~~proposed ~~may not~~transactions, ~~and~~since ~~may not cause~~ the ~~Surviving~~beginning ~~Corporation~~of ~~(as such term is defined in~~ the ~~Merger~~Company’s ~~Agreement)~~last fiscal year to, ~~terminate~~which the ~~Executive~~Company ~~Severance~~was ~~Plan~~ or ~~amend~~is ~~the Executive Severance Plan~~ to ~~reduce~~be ~~the~~a ~~benefits~~party, ~~payable~~in orwhich ~~potentially~~Paul ~~payable~~S. toOtellini, ~~eligible~~Sean ~~employees~~M. ~~employed~~Maloney, atArvind ~~the~~Sodhani ~~Effective~~and ~~Time~~Renee ~~under~~James ~~the~~have ~~terms~~a ofdirect ~~the~~or ~~Executive~~indirect ~~Severance~~material ~~Plan~~interest inrequired ~~effect~~to asbe ofdisclosed ~~immediately~~pursuant ~~prior~~ to ~~the~~Item 404(a) ~~Effective Time~~of Regulation S-K.

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.

ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

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.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment to the Vice Presidents’ Severance Benefit Plan and Summary Plan Description
10.2		Amended and Restated Executive Officers’ Change of Control Incentive and Severance Benefit Plan and Summary Plan Description
99.1		Updated Notice Regarding Restrictions on Trading Wind River Systems, Inc. Securities dated July 10, 2009

SIGNATURE

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.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment to the Vice Presidents’ Severance Benefit Plan and Summary Plan Description
10.2		Amended and Restated Executive Officers’ Change of Control Incentive and Severance Benefit Plan and Summary Plan Description
99.1		Updated Notice Regarding Restrictions on Trading Wind River Systems, Inc. Securities dated July 10, 2009

Dated: July 10, 2009

WIND RIVER SYSTEMS, INC.

Dated: July 16, 2009

WIND RIVER SYSTEMS, INC.

/s/ Ian R. Halifax

Ian R. Halifax

Ian R. Halifax Senior Vice President of Finance and Administration, Chief Financial Officer and Secretary

Senior Vice President of Finance and Administration, Chief Financial Officer and Secretary

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