UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 5, 2008
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, including zip code)
(925) 236-5000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On February 5, 2008 the Sybase, Inc. (the “Company”) Board of Directors approved the 2008 compensation of Mr. John S. Chen, the Company’s Chairman, CEO and President. On February 4, 2008 the Compensation Committee of the Board of Directors approved the 2008 compensation of the following Company officers (i) Marty Beard, President, Sybase 365, Inc., (ii) Dr. Raj Nathan, SVP and Chief Marketing Officer, (iii) Jeff Ross, SVP & Chief Financial Officer, and (iv) Steven Capelli, President Worldwide Field Operations. Letters detailing 2008 cash compensation (including base salary, targeted bonus and total targeted earnings), bonus targets and criteria, and long-term incentive awards for Mr. Chen and the officers named above are filed as Exhibits 99.1 to 99.6 to this report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. | | Description |
| | | |
| 99.1 | | Letter, dated February 5, 2008 to John S. Chen regarding 2008 compensation. |
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| 99.2 | | Letter, dated February 5, 2008 to Marty Beard regarding 2008 compensation. |
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| 99.3 | | Letter, dated February 5, 2008 to Steve Capelli regarding 2008 compensation. |
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| 99.4 | | Letter, dated February 5, 2008 to Raj Nathan regarding 2008 compensation. |
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| 99.5 | | Letter, dated February 5, 2008 to Jeff Ross regarding 2008 compensation. |
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| 99.6 | | Summary of Vesting Terms for Exhibits 99.1 to 99.5 |
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.
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| | SYBASE, INC.
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| Date: February 8, 2008 | By: | /s/ Daniel R. Carl | |
| | | Name: | Daniel R. Carl | |
| | | Title: | Vice President and General Counsel | |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 99.1 | | Letter, dated February 5, 2008 to John S. Chen regarding 2008 compensation. |
| | | |
| 99.2 | | Letter, dated February 5, 2008 to Marty Beard regarding 2008 compensation. |
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| 99.3 | | Letter, dated February 5, 2008 to Steve Capelli regarding 2008 compensation. |
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| 99.4 | | Letter, dated February 5, 2008 to Raj Nathan regarding 2008 compensation. |
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| 99.5 | | Letter, dated February 5, 2008 to Jeff Ross regarding 2008 compensation. |
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| 99.6 | | Summary of Vesting Terms for Exhibits 99.1 to 99.5 |
