1
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)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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.
-1-
2
AMENDMENT TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR 2000
Note: This amendment is filed to correctly set forth in full the index of
exhibits filed with the Annual Report on Form 10-K for Sybase, Inc. (the
Registrant) or incorporated therein by reference, and to include as an
additional exhibit the Registrant's 401(k) Plan as amended.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The table of exhibits filed as part of, or incorporated by reference into, the
Report on Form 10-K is amended to read as follows:
Exhibit
No. Description
------- -----------
2 Agreement and Plan of Reorganization dated as of November
29, 1999, among Sybase, On-Line Financial Services, Inc.,
and Home Financial Network, Inc. (incorporated herein by
reference to Exhibit 2.1 to the Registrant's Registration
Statement on Form S-3 filed on January 31, 2000)
3.1(4) Restated Certificate of Incorporation of Registrant, as
amended
3.2(9) Bylaws of Registrant, as amended
4.1 Preferred Share Rights Agreement dated as of March 24,
1992 between Registrant and The First National Bank of
Boston, as amended, (incorporated herein by reference to
Exhibit 4.2 of the Registrant's Registration Statement on
Form S-8 (file no. 33-81692) filed July 18, 1994)
10.1(6) 1988 Stock Option Plan and Forms of Incentive Stock Option
Agreements and Nonstatutory Stock Option Agreements, as
amended
10.2(12) 1991 Employee Stock Purchase Plan and 1991 Foreign
Subsidiary Employee Stock Purchase Plan, as amended
10.3(9) Sybase Key Management Incentive Program
10.4 Sybase, Inc. 401(k) Plan, as amended
10.5(9) 1992 Director Stock Option Plan, as amended
10.6(9) Executive Deferred Compensation Plan, as amended
10.7(12) 1996 Stock Plan, as amended, and form of Stock Option
Agreement
10.8(1) Standard Office Lease dated April 17, 1989 between
Registrant and P.O. Partners
10.10(9) Form of Indemnification Agreement
10.11(3) Lease dated October 1, 1992 between JS--Bay Center
Associates and the Registrant
10.12(9) Retirement Agreement and General Release dated November 5,
1998 between Mitchell Kertzman and the Registrant
-2-
3
10.13(6) Loan and Security Agreement dated as of January 7, 1998
between Sybase, Inc. and Mitchell E. Kertzman
10.14(6) Agreement of Employment Terms dated as of August 1, 1996
between Sybase, Inc. and Jack Acosta
10.15(5) Powersoft Corporation 1984 Incentive Stock Option Plan, as
amended
10.16(5) Powersoft Corporation Form of Incentive Option Granted
under the 1984 Incentive Stock Option Plan
10.17(5) Powersoft Corporation 1994 Amended and Restated Incentive
and Non-Qualified Stock Option Plan
10.18(5) Powersoft Corporation Forms of Incentive and Non-Qualified
Stock Option Granted under the 1994 Amended and Restated
Incentive and Non-Qualified Stock Option Plan
10.19(5) Powersoft Corporation 1994 Amended and Restated Employee
Stock Purchase Plan
10.20(7) Form of Statement of Employment Terms
10.21(9) Form of Amendment No. 1 to Form of Statement of Employment
Terms
10.22(6) Retirement Agreement and General Release between Sybase,
Inc. and Michael Forster dated as of March 11, 1998
10.23(8) Employment Agreement between Sybase, Inc. and John S. Chen
dated as of July 11, 1997
10.24(6) Office Lease dated March 17, 1998, Building A - Bay Center
between Sybase, Inc. and JS Bay Center Associates
10.25(6) Office Lease dated March 17, 1998, Building C - Bay Center
between Sybase, Inc. and JS Bay Center Associates
10.26(6) Promissory Note of Eric Miles in favor of Sybase, Inc.
dated as of January 2, 1998
10.28(11) 1999 Nonstatutory Stock Plan, and form of Stock Option
Agreement
10.29(11) Severance Agreement and General Release between Sybase,
Inc. and Michael S. Gardner dated March 26, 1999
10.30(10) Home Financial Network, Inc. 1995 Stock Plan, and form of
Stock Option Agreement
10.31 Corporate Headquarters Lease, dated January 28, 2000,
between Sybase, Inc. and WDS-Dublin, LLC, as amended on
November 29, 2000
10.32 Trust Agreement dated May 1, 2000, between Sybase, Inc.
401(k) Plan and Fidelity Management Trust Company
-3-
4
10.33 Trust Agreement dated May 1, 2000 between Sybase, Inc. and
Fidelity Management Trust Company for administration of
Executive Deferred Compensation Plan
10.34 Financial Fusion, Inc. 2000 Stock Option Plan
13.1(2) Proxy for 2001 Annual Meeting of Stockholders
21 Subsidiaries of Registrant
23.1 Consent of Independent Auditors
(1) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Registration Statement on Form S-1 (File No.
33-41549) declared effective on August 13, 1991.
(2) To be filed with Securities and Exchange Commission not later than 120 days
after the end of the period covered by this Report on Form 10-K.
(3) Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992, filed on March 29, 1993.
(4) Incorporated by reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 filed March 8, 1994 (File No. 33-75462).
(5) Incorporated by reference to the Registrant's Registration Statement on Form
S-8 (file no. 33-89334) filed on February 10, 1995.
(6) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
(7) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(8) Incorporated by reference to exhibits filed in response to Item 6(a),
"Exhibits and Reports on Form 8K" of the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997.
(9) Incorporated by reference to exhibits filed in response to Item 16(a),
"Exhibits," of the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(10) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (file no. 333-95079) filed on January 20, 2000.
(11) Incorporated by reference to exhibits filed in response to the exhibits to
the Company's Annual Report on Form 10-K for the year ended December 31, 1999.
(12) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (file no. 333-41810) filed on July 20, 2000.
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, and as amended on April 4, 2001.
-4-
5
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
-------------------------------------
June 18, 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, June 18, 2001
- ----------------------------- Chief Executive Officer and
(John S. Chen) President (Principal Executive
Officer) and Director
/s/ PIETER A. VAN DER VORST Vice President and June 18, 2001
- ----------------------------- Chief Financial Officer
(Pieter A. Van der Vorst) (Principal Financial Officer)
/s/ MARTIN J. HEALY Vice President and Corporate June 18, 2001
- ----------------------------- Controller (Principal
(Martin J. Healy) Accounting Officer)
/s/ RICHARD C. ALBERDING Director June 18, 2001
- -----------------------------
(Richard C. Alberding)
/s/ CECILIA CLAUDIO Director June 18, 2001
- -----------------------------
(Cecilia Claudio)
/s/ L. WILLIAM KRAUSE Director June 18, 2001
- -----------------------------
(L. William Krause)
/s/ ALAN B. SALISBURY Director June 18, 2001
- -----------------------------
(Alan B. Salisbury)
/s/ ROBERT P. WAYMAN Director June 18, 2001
- -----------------------------
(Robert P. Wayman)
/s/ LINDA K. YATES Director June 18, 2001
- -----------------------------
(Linda K. Yates)
-5-