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:
July 22, 2004
(Date of earliest event reported)
SYBASE, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-19395 | | 94-2951005 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (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
TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits
(c) Exhibits
| | | |
Exhibit No.
| | Description
|
| 99.1 | | Press Release of Sybase, Inc. issued July 22, 2004 |
Item 12. Results of Operations and Financial Condition
(a) On July 22, 2004, Sybase, Inc. issued a press release announcing its results for the three months ended June 30, 2004 (“Q2 2004 Release”), a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference. As part of the Q2 2004 Release, Sybase presented certain unaudited financial information, including the following:
| | (1) | | Reconciliation to Pro Forma Condensed Consolidated Statements of Operations for the three months ended June 30, 2004 and June 30, 2003 |
| |
| | (2) | | Reconciliation to Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2004 and June 30, 2003 |
| |
| | (3) | | Condensed Consolidated Balance Sheets for the six months ended June 30, 2004, and the twelve months ended December 31, 2003 |
| |
| | (4) | | Condensed Consolidated Statements of Income Pro Forma without purchase accounting, cost of restructure and stock compensation expense for the three months ended June 30, 2004 and June 30, 2003 and the six months ended June 30, 2004 and June 30, 2003 |
| |
| | (5) | | Condensed Consolidated Statements of Income for the three months ended June 30, 2004 and June 30, 2003 and the six months ended June 30, 2004 and June 30, 2003 |
| |
| | (6) | | Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and June 30, 2003 |
| |
| | (7) | | Consolidated Statement of Operations by Segment Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended June 30, 2004 |
| |
| | (8) | | Consolidated Statement of Operations by Segment Pro Forma without purchase accounting, cost of restructure and stock compensation expense for the six months ended June 30, 2004 |
| |
| | (9) | | Consolidated Statement of Operations by Segment for the three months ended June 30, 2004 |
| |
| | (10) | | Consolidated Statement of Operations by Segment for the six months ended June 30, 2004 |
(b) On the same date, the Company orally disclosed pro forma and GAAP financial guidance for the third quarter and full year 2004 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 Q2 2004 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 our 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 our website where the information would be available. |
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: July 26, 2004 | | 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 July 22, 2004 |
