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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 15, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NEW ERA OF NETWORKS, INC.
(NAME OF SUBJECT COMPANY)
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NEEL ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY OF
SYBASE, INC.
(NAMES OF FILING PERSON-OFFEROR)
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COMMON STOCK,
PAR VALUE $0.0001 PER SHARE
(INCLUDING THE ASSOCIATED SHARE PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
644312-100
(CUSIP NUMBER OF SECURITIES)
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DANIEL R. CARL
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SYBASE, INC.
6475 CHRISTIE AVENUE
EMERYVILLE, CA 94608
(510) 922-3500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
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COPIES TO:
LARRY W. SONSINI, ESQ.
MICHAEL KENNEDY, ESQ.
MICHAEL DORF, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
ONE MARKET
SPEAR TOWER, SUITE 3300
SAN FRANCISCO, CA 94105
(415) 947-2000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$250,775,345..................... $50,155
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* Estimated for purposes of calculating the amount of the filing fee only in
accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange
Act of 1934, based upon (a) $6.28, the average of the high and low price per
share of New Era of Networks, Inc. common stock on March 14, 2001 as reported
on the NASDAQ National Market multiplied by (b) the maximum number of shares
of New Era of Networks, Inc. common stock estimated to be received by Sybase
or cancelled pursuant to the exchange offer and subsequent merger.
** One-fiftieth of 1% of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $62,694 Filing Party: Sybase, Inc.
Form or Registration No.: Form S-4 Date Filed: March 15, 2001
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO relates to the commencement of
an offer by Sybase, Inc., a Delaware corporation ("Sybase"), through its
wholly-owned subsidiary, Neel Acquisition Corp., a Delaware corporation ("Merger
Sub"), to exchange each issued and outstanding share of common stock, par value
$0.0001 per share (the "NEON Shares") of New Era of Networks, Inc., a Delaware
corporation ("NEON"), for shares of common stock, par value $0.001 per share
(the "Sybase Shares"), of Sybase based on the exchange ratio described in the
Prospectus referenced below.
The offer is made pursuant to an Agreement and Plan of Reorganization,
dated as of February 20, 2001, by and among Sybase, Merger Sub and NEON which
contemplates the merger of Merger Sub with and into NEON (the "Merger"). Sybase
has filed a registration statement with the Securities and Exchange Commission
on Form S-4 relating to the Sybase Shares to be issued to stockholders of NEON
in the Offer (as defined below) and the Merger (the "Registration Statement").
The terms and conditions of the Offer and the Merger are set forth in the
prospectus which is a part of the Registration Statement (the "Prospectus"), and
the related Letter of Transmittal, which are Exhibits (a)(1) and (a)(2) hereto.
The Prospectus and the Letter of Transmittal as either may be amended or
supplemented from time to time, together constitute the "offer."
All of the information in the Prospectus and the related Letter of
Transmittal, and any prospectus supplement or other supplement thereto related
to the Offer hereafter filed with the Securities and Exchange Commission by
Sybase, is hereby incorporated by reference in answer to Items 2 through 11 of
this Schedule TO.
ITEM 1. SUMMARY TERM SHEET.
Information is disclosed to security holders in a prospectus meeting the
requirements Rule 421(d) of the Securities Act of 1933.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Prospectus relating to the Sybase Shares to be issued in the
Offer and the Merger (incorporated by reference from
Sybase's Registration Statement on Form S-4 filed on March
15, 2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference
from exhibit 99.1 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference from exhibit 99.2 to Sybase's Registration
Statement on Form S-4 filed on March 15, 2001).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference from
exhibit 99.3 to Sybase's Registration Statement on Form S-4
filed on March 15, 2001).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference from exhibit 99.4 to Sybase's
Registration Statement on Form S-4 filed on March 15, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference
from exhibit 99.5 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a)(7) Press release of Sybase, dated February 21, 2001
(incorporated by reference to Sybase's Form 425 filed
February 21, 2001).
(d)(1) Agreement and Plan of Reorganization, dated as of February
20, 2001, by and among Sybase, NEON and Neel Acquisition
Corp. (incorporated by reference from exhibit 2.1 to
Sybase's Registration Statement on Form S-4 filed on March
15, 2001).
(d)(2) Form of Stockholder Agreement dated as of February 20, 2001,
between Sybase and certain NEON stockholders (incorporated
by reference from Exhibit 2.2 to Sybase's Registration
Statement on Form S-4 filed on March 15, 2001).
(d)(3) Amended New Era of Networks Change of Control Severance
Agreement between NEON and George F. Adam, Jr., dated
February 20, 2001 (incorporated herein by reference to
Exhibit 10.14 to NEON's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000).
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EXHIBIT
NUMBER DESCRIPTION
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(d)(4) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Patrick Fortune, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.15
to NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(5) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Frederick T. Horn, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.17
to NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(6) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Peter Hoversten, dated February
19, 2001.
(d)(7) Amendment to New Era of Networks Change of Control Severance
Agreement between NEON and Leonard Goldstein, dated February
16, 2001.
(d)(8) Amendment to New Era of Networks Change of Control Severance
Agreement between NEON and Stephen E. Webb, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.16
of NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(9) Change of Control Severance Agreement between NEON and Franz
Koepper, dated January 30, 2001 (incorporated herein by
reference to Exhibit 10.18 to NEON's Annual Report on Form
10-K for the fiscal year ended December 31, 2000).
(d)(10) Employment and Non-Competition Agreement between Sybase and
George F. Adam, Jr., dated February 20, 2001.
(d)(11) Employment and Non-Competition Agreement between Sybase and
Patrick Fortune, dated February 20, 2001.
(d)(12) Employment and Non-Competition Agreement between Sybase and
Frederick T. Horn, dated February 20, 2001.
(d)(13) Employment and Non-Competition Agreement between Sybase and
Peter Hoversten, dated February 20, 2001.
(d)(14) Amendment 1 to the Sybase Employment and Non-Solicitation
Agreement between Sybase and George F. Adam, Jr., dated
February 16, 2001.
(d)(15) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Patrick Fortune, dated February 16, 2001.
(d)(16) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Frederick T. Horn, dated February 16,
2001.
(d)(17) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Peter Hoversten, dated February 19, 2001.
(d)(18) Form of Change of Control Severance Agreement as entered
into between NEON and each of George F. (Rick) Adam, Jr.,
Patrick J. Fortune, Stephen E. Webb and Frederick T. Horn
(incorporated herein by reference to Exhibit 10.13 of NEON's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000).
(d)(19) Employment Agreement between Dr. Franz Koepper and SCI
Consulting AG dated January 1, 1998 (incorporated herein by
reference to Exhibit 10.19 of NEON's Annual Report on Form
10-K for the fiscal year ended December 31, 2000).
(d)(20) Amendment 2000/2001 to the Employment Agreement between Dr.
Franz Koepper and SCI Consulting AG dated December 24, 2000
(incorporated herein by reference to Exhibit 10.20 of NEON's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000).
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not applicable
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 15, 2001 NEEL ACQUISITION CORP.
By: /s/ PIETER VAN DER VORST
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Name: Pieter Van der Vorst
Title: Chief Financial Officer,
Director
SYBASE, INC.
By: /s/ TERESA CHUH
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Name: Teresa Chuh
Title: Assistant Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(1) Prospectus relating to Sybase Shares to be issued in the
Offer and the Merger (incorporated by reference from
Sybase's Registration Statement on Form S-4 filed on March
15, 2001).
(a)(2) Form of Letter of Transmittal (incorporated by reference
from exhibit 99.1 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a)(3) Form of Notice of Guaranteed Delivery (incorporated by
reference to exhibit 99.2 from Sybase's Registration
Statement on Form S-4 filed on March 15, 2001).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees (incorporated by reference from
exhibit 99.3 to Sybase's Registration Statement on Form S-4
filed on March 15, 2001).
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference from exhibit 99.4 to Sybase's
Registration Statement on Form S-4 filed on March 15, 2001).
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 (incorporated by reference
from exhibit 99.5 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a)(7) Press release of Sybase, dated February 21, 2001
(incorporated by reference to Sybase's Form 425 filed
February 21, 2001).
(d)(1) Agreement and Plan of Reorganization, dated as of February
20, 2001, by and among Sybase, NEON and Neel Acquisition
Corp. (incorporated by reference from exhibit 2.1 to
Sybase's Registration Statement on Form S-4 filed on March
15, 2001).
(d)(2) Stockholder Agreement dated as of February 20, 2001, between
Sybase and the stockholders listed on the signature page
thereto (incorporated by reference from Exhibit 2.2 to
Sybase's Registration Statement on Form S-4 filed on March
15, 2001).
(d)(3) Amended New Era of Networks Change of Control Severance
Agreement between NEON and George F. Adam, Jr., dated
February 20, 2001 (incorporated herein by reference to
Exhibit 10.14 to NEON's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000).
(d)(4) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Patrick Fortune, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.15
to NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(5) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Frederick T. Horn, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.17
to NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(6) Amended New Era of Networks Change of Control Severance
Agreement between NEON and Peter Hoversten, dated February
19, 2001.
(d)(7) Amendment to New Era of Networks Change of Control Severance
Agreement between NEON and Leonard Goldstein, dated February
16, 2001.
(d)(8) Amendment to New Era of Networks Change of Control Severance
Agreement between NEON and Stephen E. Webb, dated February
16, 2001 (incorporated herein by reference to Exhibit 10.16
of NEON's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000).
(d)(9) Change of Control Severance Agreement between NEON and Franz
Koepper, dated January 30, 2001 (incorporated herein by
reference to Exhibit 10.18 to NEON's Annual Report on Form
10-K for the fiscal year ended December 31, 2000).
(d)(10) Employment and Non-Competition Agreement between Sybase and
George F. Adam, Jr., dated February 20, 2001.
(d)(11) Employment and Non-Competition Agreement between Sybase and
Patrick Fortune, dated February 20, 2001.
(d)(12) Employment and Non-Competition Agreement between Sybase and
Frederick T. Horn, dated February 20, 2001.
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EXHIBIT
NUMBER DESCRIPTION
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(d)(13) Employment and Non-Competition Agreement between Sybase and
Peter Hoversten, dated February 20, 2001.
(d)(14) Amendment 1 to the Sybase Employment and Non-Solicitation
Agreement between Sybase and George F. Adam, Jr., dated
February 16, 2001.
(d)(15) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Patrick Fortune, dated February 16, 2001.
(d)(16) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Frederick T. Horn, dated February 16,
2001.
(d)(17) Amendment 1 to the Employment and Non-Solicitation Agreement
between Sybase and Peter Hoversten, dated February 19, 2001.
(d)(18) Form of Change of Control Severance Agreement as entered
into between NEON and each of George F. (Rick) Adam, Jr.,
Patrick J. Fortune, Stephen E. Webb and Frederick T. Horn
(incorporated herein by reference to Exhibit 10.13 of NEON's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000).
(d)(19) Employment Agreement between Dr. Franz Koepper and SCI
Consulting AG dated January 1, 1998 (incorporated herein by
reference to Exhibit 10.19 of NEON's Annual Report on Form
10-K for the fiscal year ended December 31, 2000).
(d)(20) Amendment 2000/2001 to the Employment Agreement between Dr.
Franz Koepper and SCI Consulting AG dated December 24, 2000
(incorporated herein by reference to Exhibit 10.20 of NEON's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000).
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND
EXECUTIVE OFFICERS OF SYBASE, INC.
Directors and Executive Officers. The following table sets forth the name,
age and present principal occupation or employment, and material occupations,
positions, offices or employments for the past five years, of each director and
executive officer of Sybase. Except as indicated below, the business address of
each such person is Sybase, Inc., 6475 Christie Avenue, Emeryville, California
94608.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS AGE AND FIVE-YEAR EMPLOYMENT HISTORY
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John S. Chen......................... 44 Mr. Chen has been Chairman, President and Chief
Executive officer of Sybase, Inc. since November 1998.
From February through November 1996, he served as
co-Chief Executive 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 Nixdort, a
computer and electronics company, and Chief Executive
Officer and Chairman of Siemens Pyramid, a subsidiary
of Siemens Nixdorf. He has also served as a Board
member of Beyond. com since March 1999.
Alan B. Salisbury.................... 62 Dr. Salisbury has served as a director since July
1993. He is also a member of the Audit Committee. From
April 1993 through August 1998, he served as President
and General Manager of Learning Tree International
USA, Inc., a provider of advanced technology and
technical management training. Since August 1998, he
has served as Chairman of Learning Tree International
USA, Inc. Between June 1991 and April 1993, Dr.
Salisbury served as Executive Vice President and Chief
Operating Officer of Microelectronics and Computer
Technology Corp., an information technology research
and development consortium. From November 1984 through
September 1987, Dr. Salisbury served as the Commanding
General of the U.S. Army Information Systems
Engineering Command. Dr. Salisbury is also a director
of TelePad Corp., Template Software, Inc. and Learning
Tree International.
Linda K. Yates....................... 37 Ms. Yates is a founder of Strategos, an international
strategy consulting firm, where she served as Chief
Executive Officer from January 1995 through August
1999. Ms. 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.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS AGE AND FIVE-YEAR EMPLOYMENT HISTORY
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Richard C. Alberding................. 69 Mr. Alberding has served as a director since September
1993. He is also a member of the Compensation
Committee. Mr. Alberding served as an Executive Vice
President of Hewlett-Packard Company, an electronics
and computer manufacturer, before retiring from the
company in 1991. He had served in various management
positions with HP beginning in 1958. Mr. Alberding is
also a director of Digital Microwave Corp, Paging
Network Inc., JLK Direct Distribution, Inc.,
Kennametal, Inc., Walker Interactive Systems, and
PCTEL Inc.
L. William Krause.................... 57 Mr. Krause has served as a director since February
1995. He is also a member of the Compensation
Committee. Mr. Krause has been President of LWK
Ventures, a private investment company, since November
1998. Prior to that, beginning in October 1991, he
served as President, Chief Executive Officer and
director of Storm Technology, Inc., a provider of
computer peripherals and software for digital imaging
which filed for protection under the Federal
Bankruptcy Laws in November 1998. He is also a
director of Pinnacle Systems, Inc. and Ramp Networks,
Inc.
Robert P. Wayman..................... 54 Mr. Wayman has served as a director since July 1995.
He is also a member of the Audit Committee. Mr. Wayman
has been Chief Financial Officer of Hewlett-Packard
Company, a computer and electronics company, since
1984, and its Executive Vice President, Finance and
Administration since 1992. He is also a director of HP
and CNF Inc., and is the current Chairman, Private
Sector Council and member of the Kellogg Advisory
Board to Northwestern University School of Business.
Cecilia Claudio...................... 45 Ms. Claudio has served as a director since November
1999. Ms. Claudio has been Senior Vice President and
Chief Information Officer of Farmers Group, Inc., a
large automobile and home insurance company, since
1998. From 1994 to 1997, she was a faculty member of
Harvard School of Public Health. Ms. Claudio has also
held various senior management positions at Anthem
Blue Cross/Blue Shielf, Harvard Pilgrim Health Care,
Xerox Corporation, The Gap Inc. and Olivetti
(Worldwide).
Eric L. Miles........................ 53 Mr. Miles has served as Senior Vice President and
General Manager of the Business Intelligence Division
since December 1998. Between December 1997, when he
joined Sybase, and December 1998, he was Senior Vice
President, Product Operations. From November 1995
until he joined Sybase, Mr. Miles served as Vice
President, Product Development at Informix
Corporation.
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND BUSINESS ADDRESS AGE AND FIVE-YEAR EMPLOYMENT HISTORY
------------------------- --- ------------------------------------------------------
Raj Nathan........................... 46 Dr. Nathan has served as Senior Vice President and
General Manager of the Internet Applications Division
since December 1998. Joining Sybase in November 1997,
he served as Senior Vice President, Corporate Program
Office until December 1998. From May through November
1997, he served as President and Chief Executive
Officer of Siemens Pyramid, and held a number of
executive positions with Siemens Pyramid prior to
that.
Terry Stepien........................ 41 Mr. Stepien has served as President of iAnywhere
Solutions, a wholly-owned subsidiary of Sybase since
March 1999. From September 1996 to March 1999, he was
Vice President and General Manager, Mobile and
Embedded Computing Division. From September 1996 to
September 1998, he served as Vice President, Marketing
for Database Products. Mr. Stepien was Vice President,
Marketing for Workplace Database Products from
February 1995 to September 1996.
Pieter van der Vorst................. 45 Mr. Van der Vorst has served as Vice President and
Chief Financial Officer since January 1999. Between
November 1997 and January 1999, he served as Corporate
Controller, and prior to that, he served as Vice
President, Tax and Corporate Accounting beginning in
April 1997. Mr. Van der Vorst has held various other
positions since joining Sybase in 1991.
Pamela J. George..................... 54 Ms. George has served as Vice President of Corporate
Marketing since April 1999. Prior to that she was Vice
President of Corporate Communications at Maxager
Technology, beginning in December 1997. From October
1991 through October 1995, Ms. George was Director of
Corporate Communications for Cisco Systems.
Daniel R. Carl....................... 47 Mr. Carl has served as Vice President, General Counsel
and Secretary since April 1999. Immediately prior to
that, he served as Director of European Legal Affairs,
beginning in January 1997. Mr. Carl has been a Vice
President of Sybase since May 1996, and served as
Associate General Counsel from 1992 to April 1999.
Martin J. Healy...................... 37 Mr. Healy has served as Vice President and Corporate
Controller since January 1999. Between January 1997
and January 1999, he served as Vice President,
Intercontinental Operations. Mr. Healy was Director of
Finance, Asia (excluding Japan) from January 1994 to
December 1997, and prior to that held various
positions within the Company's finance organization.
Before joining Sybase in 1989, Mr. Healy was Financial
Reporting Manager at WordStar International.
Nita C. White-Ivy.................... 53 Ms. White-Ivy has served as Vice President of Human
Resources since March 1998. Prior to that, she was a
human resources consultant to Sybase beginning in
January 1998. Before joining Sybase, she was with
Siemens Pyramid, serving as Vice President of
Worldwide Human Resources from February 1994 to
October 1997.
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