As filed with the Securities and Exchange Commission on August 5, 2010.
Registration No. 333-95753
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYBASE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-2951005 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
One Sybase Drive
Dublin, California 94568
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Daniel R. Carl
Vice President, General Counsel and Secretary
SYBASE, INC.
One Sybase Drive
Dublin, California 94568
(925) 236-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Michael J. Kennedy
Michael S. Dorf
Shearman & Sterling LLP
525 Market Street, Suite 1500
San Francisco, CA 94105
(415) 616-1100
approximate date of commencement of proposed sale to the publicNot Applicable
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3, File No. 333-95753 (the “Registration Statement”), of Sybase, Inc. (the “Company”), which was originally filed with the Securities and Exchange Commission on January 31, 2000, and as subsequently amended, pertaining to the registration of 7,381,917 shares of the Company’s common stock, par value $0.001, in connection with the Company’s acquisition of Home Financial Networks, Inc.
On July 29, 2010, pursuant to an Agreement and Plan of Merger dated as of May 12, 2010 among SAP America, Inc. (“SAP”), Sheffield Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of SAP, and the Company, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of SAP (the “Merger”).
As a result of the Merger, the Company has terminated any offering of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of California, U.S.A. on August 5, 2010.
| SYBASE, INC. | ||
| By: | /s/ Daniel R. Carl | |
| Name: | Daniel R. Carl | |
| Title: | Vice President, General Counsel and Secretary | |
