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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0 - 19395
SYBASE, INC.
(Exact name of registrant as Specified in its Charter)
Delaware 94-2941005
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6475 Christie Avenue, Emeryville, California 94608
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (510) 922-3500
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, $.001 par value
Preferred Share Purchase Rights
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant, based upon the closing sale price of the Common Stock on
March 24, 2000 as reported on the NASDAQ National Market System, was
approximately $2,110,475,333. Shares of Common Stock held by each officer and
director and by each person who owns 10% or more of the outstanding Common Stock
have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes. As of March 24, 2000, Registrant had 89,851,184 shares of
Common Stock outstanding.
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AMENDMENT AND CORRECTION TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR 1999
The top line of the table appearing on page 16, Part II, Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
General and Administrative," is hereby amended to correct the reference from
"(Dollars in millions)" to "(Dollars in thousands)."
Except as noted above, Sybase, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, remains as originally filed with the Securities
and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-K/A
to be signed on its behalf of the undersigned, thereunto duly authorized.
SYBASE, INC.
By: /s/ JOHN S. CHEN
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May 8, 2000 John S. Chen
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report on 10-K/A has been signed by the following persons in the capacities
and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ JOHN S. CHEN Chairman of the Board, President, May 8, 2000
- ---------------------------------------- Chief Executive Officer (Principal
(John S. Chen) Executive Officer) and Director
/s/ PIETER VAN DER VORST Vice President and May 8, 2000
- ---------------------------------------- Chief Financial Officer (Principal
(Pieter Van der Vorst) Financial Officer)
/s/ MARTIN J. HEALY Vice President and Corporate May 8, 2000
- ---------------------------------------- Controller (Principal Accounting
(Martin J. Healy) Officer)
/s/ RICHARD C. ALBERDING Director May 8, 2000
- ----------------------------------------
(Richard C. Alberding)
/s/ L. WILLIAM KRAUSE Director May 8, 2000
- ----------------------------------------
(L. William Krause)
/s/ ALAN B. SALISBURY Director May 8, 2000
- ----------------------------------------
(Alan B. Salisbury)
/s/ ROBERT P. WAYMAN Director May 8, 2000
- ----------------------------------------
(Robert P. Wayman)
/s/ CECILIA CLAUDIO Director May 8, 2000
- ----------------------------------------
(Cecilia Claudio)