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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
(AMENDMENT NO. 2)
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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.
(Name of Filing Person-Offeror)
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COMMON STOCK, PAR VALUE $.0001 PER SHARE
(including the associated share purchase rights)
(Title of Class of Securities)
644312-100
(CUSIP Number of Securities)
DANIEL R. CARL
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
SYBASE, INC.
6475 CHRISTIE AVENUE
EMERYVILLE, CALIFORNIA 94608
(510) 922-3500
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(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, CALIFORNIA 94015
(415) 947-2000
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[ ] 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 Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO filed by Sybase, Inc., a Delaware corporation ("Sybase"), and Neel
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Sybase ("Neel"), on March 15, 2001, (the "Schedule TO"), relating to the offer
(the "Offer") by Neel to exchange shares of common stock, par value $.0001 per
share (the "NEON Shares") of New Era of Networks, Inc., a Delaware corporation
("NEON"), for shares of common stock, par value $.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, Neel and NEON which
contemplates the merger of Neel 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
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.
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 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented as follows:
On March 15, 2001, Sybase, Inc. issued the press release contained in
Exhibit (a)(8) hereto. The information set forth in the press release is
incorporated herein by reference.
ITEM 12. EXHIBITS.
(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 to
exhibit 99.1 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a) (8) Text of press release issued by Sybase, Inc. dated March
15, 2001 (incorporated by reference to the filing under
Rule 425 under the Securities Act of 1933 by Sybase, Inc.
on March 15, 2001).
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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 19, 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 EXHIBIT NAME
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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 to
exhibit 99.1 to Sybase's Registration Statement on Form
S-4 filed on March 15, 2001).
(a) (8) Text of press release issued by Sybase, Inc. dated
March 15, 2001 (incorporated by reference to the filing
under Rule 425 under the Securities Act of 1933 by Sybase,
Inc. on March 15, 2001).