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| WIND > SEC Filings for WIND > Form 8-K on 11-Jun-2009 | All Recent SEC Filings |
11-Jun-2009
Temporary Suspension of Trading Under Registrant's Employee Benefit Plans,
On June 5, 2009, Wind River Systems, Inc. ("Wind River") sent a notice to
employees of Wind River required by Section 101(i)(1) of the Employment
Retirement Income Security Act of 1974, as amended, informing them of the
suspension of transactions involving Wind River common stock in the Wind River
401(k) Plan (such suspension, the "Blackout Period"). This notice provides that
the Blackout Period began on June 4, 2009, and is expected to end on June 16,
2009, or, if earlier, the date upon which both of the following documents are on
file with the Securities Exchange Commission in accordance with the terms and
conditions of the Agreement and Plan of Merger, dated as of June 4, 2009, by and
among Wind River, Intel Corporation ("Intel") and APC II Acquisition
Corporation, a wholly owned subsidiary of Intel (the "Merger Agreement"): (i) a
Solicitation/Recommendation Statement on Schedule 14D-9, filed by Wind River,
and (ii) a Tender Offer Statement on Schedule TO, filed by Intel. The Blackout
Period was implemented to prevent allegations of trading based on material
non-public information held by employees of Wind River, including material
information that will not be publicly available until the commencement of the
tender offer by Intel, in accordance with the terms and conditions of the Merger
Agreement.
On June 5, 2009, Wind River was deemed to have received the notice required by
Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974,
as amended. In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and
Rule 104 of Regulation BTR, Wind River sent another notice (the "Notice") to its
directors and executive officers on June 5, 2009, informing them of the
suspension of trading for directors and executive officers in Wind River
securities during the Blackout Period. Inquiries concerning the Blackout Period
should be directed to:
A copy of the Notice, which includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
Exhibit No. Description
99.1 Notice of Restrictions on Trading Wind River Securities dated June
5, 2009.
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