SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
AVANTGO, INC.
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(Name of Registrant as Specified In Its Charter)
SYBASE, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Filed by Sybase, Inc.
Pursuant to Rule 14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: AvantGo, Inc.
Commission File No.: 000-31561
The following is the text of a newsletter issued to the employees of AvantGo,
Inc. and Sybase, Inc. on February 5, 2003:
Sybase - AvantGo Alliance Newsletter #4
Analysts Share Some Positive Feedback with Press
By Jessica Hartmann, Sybase, Inc.
~Information Technology~
Functional teams from AvantGo and Sybase have been working together to test
systems and determine next steps in the integration process. At this time, the
teams are reporting that so far, things are going very well in this effort.
Teams also determined that internal access to one another's internal Websites
should be available to both sides within days of the proposed acquisition close
date, which is tentatively scheduled to occur during the last week of February.
~Bay Area Relocation~
In order to allow AvantGo and iAnywhere Solutions to focus on their respective
businesses in Q1, employees will not be moved from the AvantGo Hayward office
until sometime after the completion of Q1.
~Offers~
Offers of employment began to be presented to AvantGo managers, as scheduled
during the week of January 27, 2003. Sybase is now in the process of
distributing offer letters for other AvantGo employees beginning the week of
February 3, 2003. Upon the final close date of the acquisition, which is
contingent on a positive AvantGo shareholder vote, AvantGo employees who
accept a position at Sybase will then be considered Sybase employees (except
for those who accept a temporary and transitional plan).
AvantGo employees who accept a temporary transition agreement with iAS/Sybase
will remain at AvantGo as regular employees up to the end of the transition
period. They are entitled to the same benefit programs (medical, dental, LTD,
and others - except for the AvantGo 401(k) plan) currently in place at AvantGo
and will continue such coverage to the end of the transition period.
Afterwards, they will be offered the opportunity to enroll in the COBRA program.
Please note that the AvantGo 401(k) plan will be terminated as of the closing
of the acquisition. While the AvantGo 401(k) plan will not be accepting new
contributions, all other features of the AvantGo 401(k) plan will continue as
before, and there is no adverse tax impact on participants beyond the inability
to make future contributions. You will be receiving further information on
your options for your AvantGo 401(k) plan account if you are a participant.
~What Some Industry Analysts Are Saying~
"Analysts agreed, saying the acquisition should benefit both companies. Scott
Sutherland, vice president of equity research at Wedbush Morgan Securities, said
customers will feel more secure in buying from AvantGo because it will be part
of a larger, more established company..." "Those customers can go in with
confidence that they'll be around for the long term," Sutherland said."
SOURCE: Contra Costa Times; Dated: 12/21/02
"The merger will create a mobile middleware powerhouse. Sybase is heavily
involved in wireless," Yankee Group analyst Adam Zawel said, "and now they have
taken the next step. There is a trend toward capitalizing on wireless data
management through browser-based applications," he told NewsFactor. "AvantGo
also brings to the table a following among both business users and consumers,"
said Zawel, "with both groups using the company's software to download Web
channels onto PDAs."
SOURCE: CRMDaily.com; Dated: 12/20/02
~Contact Us~
As always, if you have any questions or suggestions for future issues, please
send an email to: integration@sybase.com and we will address your questions as
soon as possible.
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In connection with Sybase's proposed acquisition of AvantGo, on January 24,
2003, AvantGo publicly filed a definitive proxy statement and has filed and will
file other relevant documents concerning the transaction with the Securities and
Exchange Commission (SEC). STOCKHOLDERS OF AVANTGO ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors and security holders can obtain free copies of the definitive proxy
statement and other documents by contacting Investor Relations, AvantGo, 25881
Industrial Boulevard, Hayward, CA 94545 (Telephone: (510) 259-4000). In
addition, documents filed with the SEC by AvantGo will be available free of
charge at the SEC's web site at http://www.sec.gov. AvantGo began mailing the
definitive proxy statement to its stockholders on January 28, 2003.
FORWARD LOOKING STATEMENTS: Statements concerning the benefits of Sybase's
acquisition of AvantGo, future growth, the completion of the acquisition and
Sybase's plans following completion of the acquisition are by nature
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) that involve a number of uncertainties and risks
and cannot be guaranteed. Factors that could cause actual events or results to
differ materially include the risk that the acquisition may not be consummated
in a timely manner, if at all, risks regarding employee relations, risks
relating to shifts in customer demand, rapid technological changes, availability
and quality of third party content, competitive factors and unanticipated delays
in scheduled product availability and other risks concerning Sybase and AvantGo
and their respective operations that are detailed in the period filings with the
SEC of Sybase and AvantGo, including their most recent filings on Form 10-K and
Form 10-Q.