SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

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, 2000
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 26, 2001 as reported on the NASDAQ National Market System, was
approximately $1 billion. 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 26, 2001, Registrant had 86,091,375 shares of
Common Stock outstanding.
2
AMENDMENT TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR 2000

The Annual Report on Form 10-K for Sybase, Inc.(Sybase, or the Company), is
hereby amended and restated as set forth below.

PART II

ITEM 8. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table appearing on page 56, Note Fourteen: Subsequent Events," is hereby
replaced as follows:

- --------------------------------------------------------------------------------
2000 1999
- --------------------------------------------------------------------------------

Revenue $1,148,806 $1,003,193
- --------------------------------------------------------------------------------
Net income (loss) 12,547 (11,330)
- --------------------------------------------------------------------------------
Basic net income (loss) per share 0.12 (0.11)
- --------------------------------------------------------------------------------
Diluted net income (loss) per share 0.12 (0.11)(a)
- --------------------------------------------------------------------------------

Part III of Sybase, Inc.'s Annual Report on Form 10-K for the fiscal year 2000,
is hereby amended and restated in its entirety as follows:

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

BOARD STRUCTURE

The Company's current seven-member Board of Directors is divided into three
classes, each having three-year terms that expire in successive years, as shown
below:

----------------------------------------------------------------------
CLASS DIRECTOR CURRENT TERM EXPIRES

III L. William Krause
Robert P. Wayman 2001
Cecilia Claudio
----------------------------------------------------------------------
I John S. Chen 2002
Alan B. Salisbury
----------------------------------------------------------------------
II Linda K. Yates 2003
Richard C. Alberding
----------------------------------------------------------------------

BIOGRAPHICAL INFORMATION

JOHN S. CHEN Mr. Chen has been Chairman, Chief Executive Officer and President of Sybase, Inc. since
Director since 1997 November 1998. From February through November 1998, he served as co-Chief Executive
Age 45 Officer. Mr. Chen joined Sybase in August 1997 as Chief Operating Officer and served in
that capacity until February 1998. From March 1995 to July 1997, Mr. Chen was President of
the Open Enterprise Computing Division, Siemens Nixdorf, a computer and electronics
company, and Chief Executive Officer and Chairman of Siemens Pyramid, a subsidiary of
Siemens Nixdorf. He is currently a director of The CIT Group, Inc.

RICHARD C. ALBERDING Mr. Alberding served as an Executive Vice President of Hewlett-Packard Company, an
Director since 1993 electronics and computer manufacturer, before retiring from the company in 1991. He had
Age 70 served in various management positions with HP beginning in 1958. Mr. Alberding is also
a director of DMC Stratex Inc., Kennametal, Inc., Walker Interactive Systems and PC-TEL
Inc. He served as a director of Paging Network Inc. and JLK Direct Distribution, Inc.
until those companies were sold in the fall of 2000.

L. WILLIAM KRAUSE Mr. Krause has been President of LWK Ventures, a private investment company, since
Director since 1995 November 1998. From October 1991 to November 1998, he served as President and Chief
Age 58 Executive Officer of Storm Technology, Inc., a digital imaging company which filed for
Nominee protection under the federal bankruptcy laws in November 1998. He served as President
and Chief Executive Officer of 3Com Corporation, a global data networking company, from
1981 to 1990, and as its Chairman from 1987 to 1993 when he retired. He is also a
director of Exodus Communications, Inc., and Pinnacle Systems, Inc.

ALAN B. SALISBURY Mr. Salisbury has been an independent management consultant to the information technology
Director since 1993 industry since July 1999. From August 1998 through June 1999, he served as Chairman of the
Age 64 U. S. subsidiary of Learning Tree International, a provider of advanced technology and
technical management training. From 1993 through June 1999, Mr. Salisbury served as that
company's President, and he has served as a director since June 1994.

-2-

ROBERT P. WAYMAN Mr. Wayman has been Chief Financial Officer of Hewlett-Packard Company, a computer and
Director since 1995 electronics company, since 1984, and its Executive Vice President, Finance and
Age 55 Administration since 1992. He is also a director of HP and CNF Inc., and is the current
Nominee Chairman, Private Sector Council and member of the Kellogg Advisory Board to Northwestern
University School of Business.

CECILIA CLAUDIO Ms. Claudio has been Senior Vice President and Chief Information Officer of Farmers
Director since 1999 Group, Inc., a large automobile and home insurance company, since 1998. From 1994 to
Age 46 1997, she was a faculty member of Harvard School of Public Health. Ms. Claudio has also
Nominee held various senior management positions at Anthem Blue Cross/Blue Shield, Harvard
Pilgrim Health Care, Xerox Corporation, Gap Inc. and Olivetti (Worldwide)

LINDA K. YATES Ms. Yates is a founder of Strategos, an international strategic consulting firm,
Director since 2000 where she served as Chief Executive Officer from January 1995 through August 1999. Ms.
Age 38 Yates currently serves in various advisory and board roles with approximately 10 Silicon
Valley start-ups. Prior to founding Strategos in 1995, Ms. Yates spent six years with
the Mac Group/Gemini Consulting where she served as Vice President and head of the West
Coast from 1992 to 1994.

BOARD OF DIRECTORS AND COMMITTEE MEETINGS

The Board of Directors held five meetings during 2000. During the year, no
incumbent director missed more than one Board or committee meeting held during
his or her service as a director or committee member.

The table shows the number of committee meetings held during 2000. It also
identifies committee membership during the year, and each committee's principal
functions.

- ---------------------------------------------------------------------------------------------------------------------
BOARD COMMITTEES PRINCIPAL FUNCTIONS
- ---------------------------------------------------------------------------------------------------------------------

Audit(1) o recommends and approves services of independent auditors
Mr. Salisbury (Chair) o carries out mandates of Audit Committee Charter
Mr. Wayman o evaluates adequacy of financial reports and accounting policies
Ms. Claudio o reviews and directs internal audit policies and functions
o 5 meetings in 2000
- ---------------------------------------------------------------------------------------------------------------------
Compensation (2) o reviews and approves executive compensation policies and programs
Mr. Alberding (Chair) o oversees administration of stock option and purchase plans
Mr. Krause o 4 meetings in 2000
Ms. Yates (3)
Mr. Hindery (4)
- ---------------------------------------------------------------------------------------------------------------------
Stock o oversees administration of certain stock option grants to non-executive
Mr. Chen (Chair) employees
o acted by unanimous written consent throughout 2000
- ---------------------------------------------------------------------------------------------------------------------
Board Affairs o oversees corporate governance standards regarding Board conduct and
Mr. Wayman (Chair) deliberations (5)
Mr. Krause o serves as nominating committee (6)
o No meetings in 2000
- ---------------------------------------------------------------------------------------------------------------------

(1) All members of the Audit Committee are independent within the meaning of
Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards, as applicable and as may be supplemented or modified.

(2) No member of the Compensation Committee is a current or former officer or
employee of the Company or any of its subsidiaries, or has had any
relationship with the Company or any of its subsidiaries required to be
disclosed in this Proxy Statement.

(3) Ms. Yates was appointed to the Board of Directors and to this committee as
of April 13, 2000, so she did not attend the committee meeting held on
February 2, 2000.

(4) Leo T. Hindery resigned from the Board and from this committee on March 3,
2000. He did not serve on the Audit Committee of the Board as incorrectly
reported in the Company's 2000 Proxy Statement.

(5) The Company's corporate governance standards require the election of one
lead outside director. Mr. Wayman is the current lead outside director, and
has served in such capacity since May 1998. The outside directors meet
separately from management and employee directors in executive sessions
conducted as part of regular Board meetings. They also confer informally
from time to time.

(6) The Board Affairs Committee will consider stockholder recommendations
for Board nominees. Recommendations should be submitted in writing to
Sybase, Inc., attn: Secretary, 6475 Christie Avenue, Emeryville, California
94608.

-3-
4
DIRECTOR COMPENSATION

For 2000, the Company paid fees to its outside directors according to the table.
All retainers are paid in four quarterly installments, but are discontinued upon
a director's resignation to the extent not already earned. Video and telephone
attendance fees are paid only when meetings exceed one hour.

Annual retainer $ 20,000
Per Board meeting attended in person $ 1,500
Per Board meeting attended by video or telephone $ 750
Per Committee meeting attended in person $ 750
Per Committee meeting attended by video or telephone $ 375
Additional retainer for committee chairmanship $ 2,000
Additional retainer for lead outside director $ 4,000

Sybase also reimbursed its outside directors for out-of-pocket travel expenses
associated with attendance at Board and committee meetings.

During 2000, non-employee directors also received stock option grants under the
Company's 1992 Director Option Plan, as amended ("1992 Plan"). Under that plan,
each non-employee director is eligible to receive (i) an initial stock option
grant to purchase 20,000 shares of Common Stock upon his or her appointment to
the Board, and (ii) an annual stock option grant to purchase 16,000 shares of
Common Stock. All options granted under the 1992 Plan have an exercise price
equal to the fair market price of the stock on the date of grant, and vest
ratably over a four-year period. Messrs. Alberding, Krause, Salisbury and Wayman
each received an annual grant in February 2000 to purchase 16,000 shares at an
exercise price of $ 23.9375 per share. Ms. Claudio did not receive an annual
grant at that time because she had not yet served as a director for 5 months as
of the grant date (as required under the 1992 Plan). However, she had received
an initial option to purchase 20,000 shares at an exercise price of $ 15.1250
per share when she joined the Board in November 1999. Upon Ms. Yates'
appointment to the Board in April 2000, she received an initial option to
purchase 20,000 shares at an exercise price of $ 19.75 per share.

As an employee director, Mr. Chen received no compensation, expense
reimbursement or stock option grants for serving as a director, or for attending
Board or committee meetings.

For information regarding the Company's executive officers, see "Executive
Officers of the Registrant" at the end of Part I of this Report on Form 10-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our Section 16 officers
and directors, and holders of more than 10% of any class of our equity
securities, to file an initial report of securities ownership on Form 3 and
reports of changes in securities ownership on Form 4 or 5 with the SEC. These
individuals are also required to furnish the Company with copies of all Section
16(a) forms filed on their behalf.

Based solely on our review of the forms we received, or written notice from
certain reporting persons that no Forms 4 or 5 were required, the Company
believes that all required Section 16(a) filings were made on a timely basis in
2000, except as follows: a Form 5 was filed in February 2001 for Nita C.
White-Ivy to reflect an earlier sale of ESPP shares that should have been
reported on a Form 4.

-4-
5

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

This table shows summary compensation information earned for the last three
fiscal years by the Chief Executive Officer, the four most highly-compensated
executive officers (other than the CEO), and Mr. LaBarbera, who was an executive
officer during fiscal 2000 until he resigned from the Company on November 10,
2000. These individuals are referred to as "Named Executive Officers".

Annual Long-Term
Compensation Compensation
------------------------------------ -------------------------
Awards Payouts
----------- ---------
Other Number of
Annual Shares LTIP All Other
Salary Bonus Compensation Underlying Payouts Compensation
Name and Principal Position Year ($)(1) ($)(2) ($) Options (#) ($)(3) ($)(4)
- --------------------------- ---- ------ ------ --- ----------- -------- ------

John S. Chen 2000 775,000 1,019,900 61,311 (5) 400,000 179,982 (39,425)
Chairman of the Board, 1999 660,000 636,000 51,073 (5) 650,000 269,973 58,856
CEO and President 1998 525,000 -- 66,041 (5) 1,000,000 (6) -- 500

Pieter A. Van der Vorst 2000 278,000 201,216 -- 55,000 24,480 (3,525)
Vice President and Chief 1999 257,667 133,830 -- 60,000 36,720 8,846
Financial Officer 1998 199,846 -- -- 157,500 (6) -- 500

Raj Nathan 2000 286,000 87,230 -- 32,000 54,000 (20,339)
Senior Vice President & GM 1999 270,000 70,544 -- 95,000 81,000 15,414
Internet Applications 1998 270,000 -- -- 130,000 (6) -- 500
Division

Pamela J. George(8) 2000 270,000 177,660 -- 45,000 -- 1,500
Vice President 1999 177,083 60,000 -- 200,000 -- 1,000
Corporate Marketing

Nita C. White-Ivy 2000 249,000 163,842 -- 35,000 39,600 2,656
Vice President 1999 230,000 110,400 -- 85,000 59,400 5,592
Worldwide Human 1998 192,470 -- -- 60,000 (6) -- 500
Resources

Richard N. LaBarbera (former) 2000 279,969 108,049 -- 58,000 60,000 1,981 (7)
Senior Vice President & GM 1999 299,999 376,181 -- 110,000 90,000 27,376
Enterprise Solutions Division 1998 256,250 124,375 -- 115,000 (6) -- 500

- --------------
(1) Salary includes amounts earned in the year indicated and deferred pursuant
to the Company's 401(k) plan, or pursuant to the Company's Executive
Deferred Compensation Plan.

(2) Bonuses for each year include amounts earned for that year, regardless of
when paid. Bonuses paid during the year are excluded if they were earned
for and reported in a prior year.

(3) See "Long-Term Incentive Plans - Awards in Last Fiscal Year," below.

(4) Consists of (i) 401(k) matching contribution received by all eligible
Company employees, and (ii) amount of cumulative gain (loss) on LTIP payout
as of the last day of the fiscal years noted:

2000 1999 1998
401(k)($) LTIP ($) 401(k)($) LTIP ($) 401(k)
---------------------------------------------------------

Chen 1,500 (40,925) 1,000 57,856 500
Van der Vorst 1,500 (5,025) 1,000 7,846 500
Nathan 1,500 (21,839) 1,000 14,414 500
George 1,500 -- 1,000 -- --
White-Ivy 1,500 1,156 1,000 8,124 500
LaBarbera 1,500 (31,518) 1,000 19,053 500

-5-

(5) Includes the following amounts (inclusive of amounts to cover applicable
income taxes) for the fiscal years noted:

Equalization Reimbursement
payments for of Supplemental
forfeited 401(k) Insurance Tax Return
Automobile allowance contributions from Premiums Preparation
Year ($) prior employer ($) ($) Fee ($)
------------ ----------------------- --------------------- --------------------- ----------------------

2000 18,000 8,168 28,172 6,971
1999 18,000 8,056 19,285 5,732
1998 18,000 9,009 29,566 9,466

(6) Includes the following repriced options, granted in July 1998, which were
exchanged for an equal number of options granted prior to that time. The
earlier options were cancelled upon exchange.

Repriced Repriced
Options Options
------------ ------------

Mr. Chen 750,000 Ms. George 0
Mr. Van der Vorst 63,500 Ms. White-Ivy 30,000
Dr. Nathan 105,000 Mr. LaBarbera 50,000

(7) Also includes payout of $28,037 for accrued unused vacation at termination
of employment.

(8) Ms. George joined the Company and became an executive officer in April
1999.

OPTION GRANTS IN LAST FISCAL YEAR

This table shows stock options granted to the Named Executive Officers in 2000.
The table also shows the potential realizable value of those stock options,
assuming 5% and 10% annual rates of stock appreciation over the life of the
options.

Potential Realizable Value
At Assumed Annual Rates
of Stock Price Appreciation For
Individual Grants (1) Option Term ($) (2)
- ----------------------------------------------------------------------------- ----------------------------------
Number of % of Total
Shares Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted (#) in 2000 Share ($) Date 5%($) 10%($)
- ----------------------- ------------ ------------- ----------- ----------- ---------------- ----------------

John S. Chen 400,000 7.15 23.9375 2/03/10 6,021,666 15,260,084

Pieter A. Van der 55,000 0.98 23.9375 2/03/10 827,979 2,098,262
Vorst

Raj Nathan 32,000 0.57 23.9375 2/03/10 481,733 1,220,807

Pamela J. George 45,000 0.80 23.9375 2/03/10 677,437 1,716,759

Nita C. White-Ivy 35,000 0.63 23.9375 2/03/10 526,896 1,335,257

Richard N. LaBarbera 58,000 1.04 23.9375 2/03/10 873,142 2,212,712
- -------------

(1) All options in the table have exercise prices equal to the fair market
value of the Company's Common Stock on the date of grant, and have a
10-year term.

(2) The 5% and 10% rates of appreciation are specified by the rules of the
Securities and Exchange Commission and do not represent the Company's
estimates or projections of its future stock prices.

6
7
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

This table shows stock option exercises by the Named Executive Officers during
2000, and the number and value of unexercised "in-the-money" options held by
them at the end of 2000. "In-the-money" means the option exercise price is
exceeded by the fair market value of the stock.

Number of Value of Unexercised
Shares Shares Underlying In-the-Money
Acquired Aggregate Unexercised Options at Options at
on Value Fiscal Year-End (#) Fiscal Year-End ($)(2)
Exercise Realized ----------------------------- --------------------------------
Name (#) ($) (1) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- ----------- ------------- ------------- --------------- --------------- ---------------

John S. Chen 160,000 2,829,373 597,498 962,502 6,240,944 6,688,431

Pieter A. Van der Vorst 60,000 1,018,583 30,269 153,231 245,312 1,189,836

Raj Nathan 30,947 523,224 70,301 130,752 782,173 1,079,013

Pamela J. George 0 0 65,624 179,376 578,375 1,396,625

Nita C. White-Ivy 21,000 339,797 22,957 106,043 180,152 767,989

Richard N. LaBarbera 47,000 807,554 33,249 0 244,855 0
- --------------

(1) Amount by which the fair market value of the stock exceeded the option
exercise price on the exercise date.

(2) Based on the fair market value of underlying securities on December 29,
2000 ($19.8125 per share), minus the exercise price of in-the-money
options.

7
8
LONG-TERM INCENTIVE PLANS (LTIP)

In May 1998, the Board approved a Key Management Incentive Program (KMIP) under
which retention bonuses were paid to key executives and non-executive employees.
The bonus amount was equal to a percentage of each participant's then-current
base salary. These percentages ranged from 20% for director-level employees to
82% for certain executives. See "Section (b)(ii), Board Compensation Committee
Report on Executive Compensation", below.

Under KMIP 60% of the bonus amount vested and was paid as of March 31, 1999, if
the recipient was actively employed by Sybase on that date. The remaining 40%
was vested and paid on March 31, 2000, if the recipient was actively employed on
that date. No unvested amounts became vested or were paid if a participant
voluntarily resigned or was terminated for cause. Only employees actively
employed at the start of the plan were eligible to participate.

All amounts earned by the Named Executive Officers and other employees eligible
to participate in the Executive Deferred Compensation Plan were contributed by
Sybase to that plan, and invested as instructed by each participant within the
limits of the plan. For additional information regarding KMIP, see "Section (b)
(ii) - Board Compensation Committee Report on Executive Compensation," below.
The following table shows information regarding KMIP participation by the Named
Executive Officers.

Estimated Future
Payouts Under
Non-Stock
Price-Based Plans
--------------------------------------------------------------------
Performance or
Other Period Target and
Until Bonus Amount 60% 40% 100%
Maturation or as % of Base Threshold Threshold Maximum
Name Payout (2) Salary (%) ($)(3) ($)(4) Payout ($)
- -------------------------- ----------------- ---------------- --------------- --------------- --------------

John S. Chen 3/31/00 82 269,973 179,982 449,955

Pieter A Van der Vorst 3/31/00 30 36,720 24,480 61,200

Raj Nathan 3/31/00 50 81,000 54,000 135,000

Pamela J. George (1) -- -- -- -- --

Nita C. White-Ivy 3/31/00 50 59,400 39,600 99,000

Richard N. LaBarbera 3/31/00 50 90,000 60,000 150,000
- ----------------

(1) Ms. George joined the Company in April 1999, and therefore was not eligible
to participate in the KMIP.

(2) Date final portion of target was paid.

(3) Amount represents 60% of target paid on March 31, 1999 (before tax).

(4) Amount represents 40% of target paid on March 31, 2000 (before tax).

8
9

EMPLOYEE STOCK PURCHASE PLAN ACTIVITY

The following table presents certain information regarding shares purchased
under the Sybase, Inc. 1991 Amended and Restated Employee Stock Purchase Plan
(ESPP) in August 2000 and February 2001 by the Named Executive Officers, all
current executive officers as a group and all other employees as a group:

Fair Market Value on
purchase date(s) Number of
($) (1) Shares Purchased (#)
----------------------- ----------------------

John S. Chen -- --
Chairman of the Board, Chief Executive Officer and President

Pieter A. Van der Vorst 9,000 (2) 328
Vice President and Chief Financial Officer 20,175 (3) 1,028

Raj Nathan 6,750 (2) 246
Senior Vice President and General Manager, 17, 682 (3) 901
Internet Applications Division

Pamela J. George
Vice President, Corporate Marketing 11,108 (3) 566

Nita C. White-Ivy 3,210 (2) 117
Vice President, Worldwide Human Resources 6,849 (3) 349

Richard N. LaBarbera (former) -- --
Senior Vice President and General Manager,
Enterprise Solutions Division

All current executive officers as a group (10 persons) 26,971 (2) 983
111,470 (3) 5,680

All other employees as a group 6,043,274 (2) 220,256
6,051,447 (3) 308,354
- --------------

(1) Under the ESPP, stock is purchased at 85% of the lower of the stock's fair
market value on (1) a participant's enrollment date in the plan, or (2) the
last trading day of the applicable six-month purchase period. For example,
fair market value of the Company's stock on the September 1, 2000
enrollment date was $27.75 per share. Since the fair market value of the
stock was $19.6250 per share on February 28, 2001 (the last trading day of
the 6-month purchase period), the applicable purchase price on that date
was the 85% of the February 28, 2001, or $16.6813 per share.

(2) Fair market value as of August 31, 2000 purchase date ($27.4375 per share).

(3) Fair market value as of February 28, 2001 purchase date ($19.6250 per
share).

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation Committee Report. The Compensation Committee believes the Company's
executive compensation programs should enable the Company to attract and retain
strong performers. These programs are designed to motivate the senior management
team to achieve or exceed key objectives by making individual compensation
directly dependent on the Company's achievement of financial goals and by
providing significant rewards for exceeding those goals. The Committee believes
that strong financial performance, on a sustained basis, is the surest way for
the Company to positively affect long-term stockholder return.

Compensation Program Considerations. The Company takes the following
factors into consideration in designing various executive compensation
programs:

(a) Compensation positioning and comparative framework.

In order to attract and retain the talent that it needs to meet corporate
objectives, the Company's executive compensation programs are designed to
deliver overall cash compensation and employee benefits competitive with
comparable technology companies if corporate objectives are achieved and, if
objectives are exceeded, to deliver compensation that is in some cases above
market. Bonuses are tied closely to corporate performance, such that actual
awards vary considerably according to overall Company performance.

In 2000, the Company compiled and analyzed competitive market compensation
information from Radford Executive Salary Survey and iQuantic Equity Practices
Survey data using 13 publicly-held software peer companies and compared the
results to the Company executives' compensation. The 13 peer software companies
included three principal competitors. Additionally, the Company utilized the
assistance of outside executive compensation consultants to perform parallel
survey analyses and to make best-of-practice recommendations.

(b) Mix of compensation.

The Company's executive compensation program has three primary components.
All three are intended to attract and retain outstanding executives and focus
management on achieving or exceeding Company objectives.

(i) Base Salary. The Committee believes that executive salaries must be
sufficiently competitive to attract and retain key executives. Base pay and
annual increases are determined primarily through an analysis of (A) an
individual's salary and total target compensation relative to salaries for
similar positions within the Company and at peer companies, and (B) to a lesser
extent, through a subjective analysis of the individual contributions to the
Company's success. Based on this analysis, the Committee increased the 2000 base
salaries of all ten executives who had been employed by Sybase during 1999.

(ii) Incentive and Special Bonuses. The Committee believes one of the key
differentiators of executive compensation should be the variable portion
provided by short-term cash incentive programs. The Company's executive bonus
plan is designed to award bonuses above a target amount if the Company performs
significantly above its stated objectives. If the Company performs below these
objectives, awards may be significantly reduced or even eliminated if
performance falls below defined thresholds. In February 2000, the Committee
established a target incentive bonus amount for each executive. The target
amount varied by individual and ranged between 35% and 100% of each executive's
base salary. Actual incentive bonus amounts were based on overall Company
performance. No amounts were paid unless the Company achieved specified minimum
revenue and operating margins.

In May 1998, in response to the Company's first quarter operating results,
the Compensation Committee approved a Key Management Incentive Program (KMIP)
for nearly all of the Company's employees of director level or higher, including
all executive officers. KMIP was a deferred incentive bonus program designed to
reduce the attrition of valuable top level management while the Company was
developing and implementing its new business strategy. Under the terms of KMIP,
a target bonus amount was designated for each eligible employee, and was
expressed as a percentage of annual base salary: 20% for directors, 30% for vice
presidents and up to 82% for executive officers. Under KMIP, 60% of the target
bonus was paid on March 31, 1999 and 40% of the target was paid on March 31,
2000, provided the individual was an active employee on each vesting date.
Amounts paid under KMIP to U.S. employees were paid as voluntary employer
contributions under the Company's Executive Deferred Compensation Plan.

In addition, the Compensation Committee has the right to approve
discretionary executive awards proposed by the President or a member of the
Compensation Committee. Such discretionary awards are based on a subjective
evaluation of an

executive officer's contribution to the Company's success and
are not based on predetermined measures of corporate performance or achievement
of specified corporate objectives. No person serving as an executive officer in
2000 received a discretionary bonus for 2000.

(iii) Long-term Incentives. These are provided through initial stock option
grants at date of hire and periodic additional stock option grants. Executives
realize gains only if the stock price increases over the exercise price of their
options, and they exercise their options. Stock options generally vest over a
four-year period and the Committee believes they are instrumental in focusing
executives on sustaining strong financial performance over a number of years.
The initial option grant is designed to be competitive with those of comparable
technology companies for the executive's job level, and to motivate the
executive to make the kinds of decisions and implement strategies and programs
that will contribute to an increase in the Company's stock price over time.
Periodic additional stock options within a competitive range for the job are
granted to reflect the executive's ongoing contributions to the Company's
success, to create an incentive to remain with the Company, and to provide a
long-term incentive to achieve or exceed the Company's financial goals. In
determining the amount of periodic additional grants, if any, for an individual,
the Committee considers such factors as (A) options previously granted, (B)
options outstanding, (C) the vesting schedule of the outstanding options, (D)
the aggregate amount of outstanding options and new awards, and (E) the relative
quantities of options offered by other companies for comparable positions.
Special additional stock options are granted or approved from time to time to
executive officers in connection with promotions, changes in responsibilities or
other factors. For example, in 2000, the Board of Directors approved a one-time
grant of stock options of Financial Fusion, Inc. (FFI), a wholly-owned
subsidiary, to the Company's executive officers and certain other Company
employees who are expected to assist FFI in achieving its technology and revenue
plans. The FFI options were approved by the FFI board and granted as of March 1,
2000.

Because the Company believes that its benefits programs in general should
be similar for all employees, perquisites are not ordinarily used to compensate
executives. Pursuant to his employment agreement, the Company agreed to provide
Mr. Chen with benefits comparable to the benefits he received from his prior
employer. Accordingly, during 2000, Mr. Chen received an automobile allowance,
additional Company contributions to his 401(k) account, reimbursement of certain
supplemental insurance and health benefits, and reimbursement for tax return
preparation fees.

2000 Compensation for the Chief Executive Officer. In February 2000, the
Compensation Committee established the base salary and target total compensation
for Mr. Chen at a level approximately equal to the average base salary and
average total compensation for the chief executive officers of comparable
technology companies. The total compensation of the Chief Executive Officer is
designed to compensate him at market levels when operating income targets are
met, and above market levels when operating income targets are exceeded. The
full Board of Directors approved the Compensation Committee's recommendation
with respect to Mr. Chen's 2000 total base salary plus target incentive. The
incentive portion of Mr. Chen's compensation comprised 50% of the total. Up to
50% of this portion was dependent on the achievement of corporate operating
profit margin objectives, and up to 50% was dependent on achievement of
prescribed revenue objectives. No amounts would be paid unless the Company
achieved certain minimum revenue and pretax profit levels. In 2000, the
corporate objectives were achieved, and accordingly, Mr. Chen received a bonus
for the year.

The Compensation Committee held four meetings in 2000. At several of the
meetings, the Chief Executive Officer made recommendations to the Compensation
Committee with respect to compensation for other executive officers and with
respect to the structure and terms of the executive incentive programs. However,
the Chief Executive Officer did not participate in the portions of the meetings
during which his specific compensation and awards were deliberated.

Compensation Limitations. Under Section 162(m) of the Internal Revenue
Code, adopted in August 1993, and regulations adopted thereunder by the Internal
Revenue Service, publicly-held companies may be precluded from deducting certain
compensation paid to certain executive officers in excess of $1.0 million in a
year. The regulations exclude from this limit performance-based compensation and
stock options provided certain requirements, such as stockholder approval, are
satisfied. The Company believes that its 1996 Stock Plan qualifies for the
exclusions. The Company does not currently anticipate taking actions necessary
to qualify the Company's executive annual cash bonus plans for the exclusions.

Report Submitted by:

Richard C. Alberding (Chairman)
L. William Krause
Linda K. Yates

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PERFORMANCE GRAPH

This graph and table compare the cumulative total return on a $100 investment in
our Common Stock with the cumulative total return on a $100 investment (assuming
reinvestment of all dividends) in the Standard & Poor's 500 Stock Index, and the
JP Morgan H&Q Technology Index.

12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
-------- -------- -------- -------- -------- --------

Sybase, Inc. $100 $46 $37 $21 $47 $55
S&P 500(R) $100 $123 $164 $211 $255 $232
JP Morgan H&Q Technology Index $100 $124 $145 $225 $502 $324

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

STOCK OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

This table shows how Sybase shares were beneficially owned as of March 7, 2001
by (1) each current director and nominee, (2) each person named in the "Summary
Compensation Table" below, (3) all current directors and executive officers as a
group, and (4) entities holding more than 5% of Sybase's issued and outstanding
shares on that date. On March 7, 2000, 86,153,767 shares were issued and
outstanding.

Shares Approximate
Beneficially Percent
Owned of Class
(1)(5) Owned (%)
------------------- ------------------

Entities affiliated with FMR Corp. (2) 8,694,840 10.09
82 Devonshire Street
Boston, MA 02109

Entities affiliated with OppenheimerFunds, Inc. (3) 14,948,400 17.35
Two World Trade Center, 34th Fl.
New York, NY 10048-0203

Entities affiliated with Purnendu Chatterjee (4) 5,505,500 6.39
888 Seventh Avenue
New York, NY 10106

John S. Chen 731,719 (6) *

Raj Nathan 91,299 (6) *

Pamela J. George 85,150 (6) *

Nita C. White-Ivy 33,215 (6) *

Pieter A. Van der Vorst 34,671 (6) *

Richard C. Alberding 76,500 *

Cecilia Claudio 9,500 *

L. William Krause 51,500 *

Alan B. Salisbury 97,500 *

Robert P. Wayman 65,750 *

Linda K. Yates 6,416 *

Richard N. LaBarbera (7) 20 *

All current executive officers and directors as a group (16 persons) 1,500,614 1.71
- --------------

* Less than one percent.

(1) Unless otherwise noted, each named stockholder has sole voting and
investment power with respect to all beneficially owned securities, subject
to applicable community property laws and to the information contained in
the footnotes to the table.

(2) Based on a Schedule 13G filed February 14, 2001, FMR Corp., a parent
holding company, and its affiliates are the deemed beneficial owners of
8,694,840 shares, which are held as shown in the table below. FMR Corp. has
sole voting power with respect to 2,859,430 shares. Edward C. Johnson 3d
and Abigail Johnson each have sole dispositive power over all 8,694,840
shares.

Fidelity Management & Research Company 5,800,410
Fidelity Management Trust 2,473,630
Fidelity International Limited 420,800

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In May 2000, the Company entered into separate Trust Agreements with
Fidelity Management Trust Company to administer its 401(k) plan and
Executive Deferred Compensation Plan, respectively. Under the agreements,
employees participating in the Company's plans are allowed to diversify
funds in their accounts among several investment vehicles, including
Fidelity and non-Fidelity affiliated mutual funds. The Company and
Fidelity Management Trust Company have standard fee arrangements to cover
plan administration costs.

(3) Based on a Schedule 13G/A (Amendment No. 3) filed February 14, 2001,
OppenheimerFunds, Inc., an investment adviser registered under the
Investment Company Act of 1940, has no voting power and shared dispositive
power as to 14,948,400 shares, and disclaims beneficial ownership of such
shares under Rule 13d-4 of the Securities Exchange Act. Oppenheimer Global
Growth and Income Fund has sole voting power and shared dispositive power
with respect to 7,000,000 shares, and disclaims beneficial ownership of
such shares.

(4) Based on a Schedule 13G/A (Amendment No. 4) filed February 14, 2001, Dr.
Chatterjee has sole voting and dispositive power as to all 5,505,500
shares, which are beneficially owned by the following entities affiliated
with Dr. Chatterjee.

TOTAL SHARES BENEFICIAL OWNERS
--------------- ------------------------------------------------------------------------------------

5,505,500 - Winston Partners, L.P. (as to 1,036,075 shares; general partner is Chatterjee
Fund Management, L.P.)
- Chatterjee Fund Management, L.P. (Dr. Chatterjee is sole general partner)
- Winston Partners II LDC (as to 1,317,825 shares; managed by Chatterjee
Management Company and Chatterjee Advisors LLC)
- Winston Partners II LLC (as to 1,221,837 shares;
managed by Chatterjee Management Company and Chatterjee Advisors LLC)
- Furzedown Trading Limited (as to 1,929,763 shares; managed by Dr. Chatterjee)
- Chatterjee Management Company (managed and controlled by Dr. Chatterjee)
- Chatterjee Advisors LLC (managed and controlled by Dr. Chatterjee)

In November 2000, the Company entered into a Consulting Services and
Software Development Agreement with TCG Software Services, Inc., a Delaware
corporation (formerly known as BizTek Consulting Company) in which Dr.
Chatterjee has a material financial interest. Under the agreement, TCG
provides certain consulting, product development, testing, support and
maintenance services to the Company in both offshore and domestic venues.
The agreement has a term of 3 years, and is cancelable by either party on
six (6) months notice. During 2000, the Company paid TCG approximately
$1,554,859 in fees and expenses.

(5) Inclusive of the following shares, which are subject to options exercisable
within 60 days of March 7, 2001:

Mr. Alberding 75,500
Mr. Chen 715,211
Ms. Claudio 8,500
Ms. George 82,812
Mr. Krause 50,500
Mr. LaBarbera 0
Dr. Nathan 82,697
Mr. Salisbury 96,500
Mr. Van der Vorst 26,060
Mr. Wayman 64,750
Ms. White-Ivy 32,749
Ms. Yates 6,416
All current executive officers and directors as a group 1,448,158

(6) During 2000, these individuals also received options to purchase shares of
common stock of Financial Fusion, Inc., a wholly-owned subsidiary of the
Company (FFI) that is not publicly traded. Except for the following
options, which are exercisable within 60 days of March 7, 2001, none of the
individuals beneficially owns any shares of FFI:

Shares Approximate
Subject to % of
Options Class
---------- -----------
Mr. Chen 312,083 *
Mr. Van der Vorst 29,166 *
Ms. George 2,916 *
Dr. Nathan 7,294 *
Ms. White-Ivy 2,916 *
All current executive officers and 366,039 *
directors as a group

* less than 1%

(7) Mr. LaBarbera ceased to be an employee and executive officer of the Company
as of November 10, 2000.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EMPLOYMENT AGREEMENTS AND CERTAIN TRANSACTIONS

JOHN S. CHEN. In July 1997, the Company entered into an employment agreement
with Mr. Chen pursuant to which he became President and Chief Operating Officer
and a director. The agreement provided for an initial annual base salary of
$500,000, target incentive compensation equal to 50% of base salary, an initial
grant of stock options to purchase 500,000 shares and employee benefits
comparable to those he received from his prior employer. If his employment
terminates without cause after April 1, 1999, Mr. Chen's agreement provides for
a severance payment equal to 100% of base pay, continuation of employee benefits
for a period of one year, and certain other benefits.

ERIC L. MILES. In December 1997, Mr. Miles joined Sybase as Senior Vice
President, Product Operations. Mr. Miles' prior employer had extended to him a
loan of $100,000 that became due in connection with his leaving that company to
join Sybase. In connection with his commencement of employment, the Company made
an unsecured loan to Mr. Miles in January 1998 of $100,000 bearing interest at a
rate of 7% per annum, and having terms comparable to those of the loan
previously extended by his prior employer. The maximum amount of indebtedness
outstanding under this loan in 2000 was $65,750.. As long as Mr. Miles remains
an employee of Sybase, $25,000 of the indebtedness will be forgiven on each
anniversary of the loan. As of March 31, 2001, $41,188 in total indebtedness was
outstanding under the loan. The loan becomes immediately due and payable in the
event Mr. Miles' employment is terminated for any reason.

RICHARD N. LABARBERA. In December 1997, Mr. LaBarbera joined Sybase as Senior
Vice President, Customer Service and Support. Mr. LaBarbera's prior employer had
extended to him a loan of $200,000 that became due in connection with his
leaving that company to join Sybase. In connection with his commencement of
employment, the Company made an unsecured loan of $200,000 to Mr. LaBarbera in
December 1997 bearing interest at a rate of 6% per annum, due March 1, 2001, and
having terms comparable to those of the loan previously extended by his prior
employer. The maximum amount of indebtedness outstanding under this loan in 2000
was $234,000. Mr. LaBarbera voluntarily terminated his employment with the
Company in November 2000, and paid the entire outstanding loan balance of
$236,986 as of January 15, 2001.

EXECUTIVE CHANGE OF CONTROL AGREEMENTS. The Company has entered into statements
of employment terms with the Company's current Chief Executive Officer, Chief
Financial Officer and General Counsel providing for severance payments equal to
two times annual base salary and up to one year's target incentive compensation,
and acceleration of exercisability of 100% of each such officer's then unvested
options in the event of a change of control of the Company. The Company has
similar statements of employment terms with each of its other current executive
officers that provide for similar benefits, but only if the officer's employment
is terminated upon or following a change of control.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

Exhibit
- -------

23.2 Consent of Independent Auditors

Except as noted herein, Sybase, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 remains as originally filed with the Securities and
Exchange Commission on April 2, 2001.

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16

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
-------------------------------
April 2, 2001 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 Teresa D. Chuh, attorney-in-fact of
each of the following individuals, in the capacities and on the dates indicated:

Signature Title Date

/s/ JOHN S. CHEN Chairman of the Board, April 2, 2001
- ---------------------------------------- Chief Executive Officer and
(John S. Chen) President (Principal Executive Officer)
and Director

/s/ PIETER A. VAN DER VORST Vice President and April 2, 2001
- ---------------------------------------- Chief Financial Officer (Principal
(Pieter A. Van der Vorst) Financial Officer)

/s/ MARTIN J. HEALY Vice President and Corporate April 2, 2001
- ---------------------------------------- Controller (Principal Accounting
(Martin J. Healy) Officer)

/s/ RICHARD C. ALBERDING Director April 2, 2001
- ----------------------------------------
(Richard C. Alberding)

/s/ CECILIA CLAUDIO Director April 2, 2001
- ----------------------------------------
(Cecilia Claudio)

/s/ L. WILLIAM KRAUSE Director April 2, 2001
- ----------------------------------------
(L. William Krause)

/s/ ALAN B. SALISBURY Director April 2, 2001
- ----------------------------------------
(Alan B. Salisbury)

/s/ ROBERT P. WAYMAN Director April 2, 2001
- ----------------------------------------
(Robert P. Wayman)

/s/ LINDA K. YATES Director April 2, 2001
- -------------------------------
(Linda K. Yates)