Sybase 8-K Results of Operations and Financial Condition

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:

October 25, 2007

(Date of earliest event reported)

SYBASE, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 1-16493
(Commission File Number) 94-2951005
(I.R.S. Employer
Identification Number)

One Sybase Drive
Dublin, CA 94568

(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 236-5000

Not Applicable.

(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 (seeGeneral Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

 Item 2.02 Results of Operations and Financial Condition

       (a) On October 25, 2007, Sybase, Inc. issued a press release announcing its results for the three months ended September 30, 2007 (“Q3 2007 Release”), a copy of which is furnished asExhibit 99.1 and incorporated herein by reference. As part of the Q3 2007 Release, Sybase presented certain financial information, including the following:

(1)	Condensed Consolidated Balance Sheets for September 30, 2007 (unaudited) and December 31, 2006
(2)	Condensed Consolidated Statements of Income (unaudited) for the three and nine months ended September 30, 2007 and 2006, respectively
(3)	Reconciliation of Non-GAAP Results to GAAP Results for selected items for the three and nine months ended September 30, 2007 and 2006, respectively
(4)	Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2007 and 2006, respectively
(5)	Consolidated Statement of Operations by Segment for the three months ended September 30, 2007 (unaudited)
(6)	Consolidated Statement of Operations by Segment for the nine months ended September 30, 2007 (unaudited)
(7)	Reconciliation of Non-GAAP Results to GAAP Results for selected segment items for the three and nine months ended September 30, 2007 and 2006, respectively
(8)	Reconciliation of GAAP-based EPS to Non-GAAP EPS for the three months ended December 31, 2007 (unaudited)
(9)	Reconciliation of GAAP-based EPS to Non-GAAP EPS for the twelve months ended December 31, 2007 (unaudited)

     (b) On the same date, the Company orally disclosed certain of the above-referenced pro forma and GAAP amounts, and provided pro forma and GAAP financial guidance for the three months ending December 31, 2007 and twelve months ending December 31, 2007 during a webcast and conference call meeting all of the following requirements:

(1)	The information was provided as part of a presentation that was complementary to and occurred within 48 hours of publication of the Q3 2007 Release;
(2)	The presentation was broadly accessible to the public by dial-in conference call and webcast;
(3)	The financial and other statistical information contained in the presentation was available on the Company’s external website together with information required under Section 244.100 of Regulation G at the time of the conference call and webcast; and
(4)	The presentation was announced by widely disseminated press release that included instructions as to when and how to access the presentation and the location on the Company’s website where the information would be available.

     (c) In accordance with General Instruction B.2 of Form 8-K, the information included the Q3 2007 Release (other than the tables referenced in Item 2.02(a)(1), (2), (4), (5) and (6)) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     In the Q3 2007 Release, under “Management Changes” the Company announced that effective upon the filing of the Company’s Form 10-Q for the third quarter of 2007 (such filing to be on or before November 9, 2007), (i) the Company’s current Chief Financial Officer, Pieter Van der Vorst, would become Senior Vice President and General Manager of the EMEA Region, and (ii) the Company’s current Vice President and Corporate Controller, Jeff Ross, would become Senior Vice President and Chief Financial Officer. In connection with these personnel changes, the Company’s current Assistant Controller, Keith Jensen, will become the Company’s Vice President and Corporate Controller.

Item 9.01 Financial Statements and Exhibits  

(c)          Exhibits

Exhibit No.	Description
99.1	Press Release of Sybase, Inc. issued October 25, 2007

SIGNATURE

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYBASE, INC.
Date: October 26, 2007	By:	/s/ DANIEL R. CARL
		Name: Daniel R. Carl Title: Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press Release of Sybase, Inc. issued October 25, 2007