- Current report filing (8-K)
24 April 2009 - 8:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report:
April
22, 2009
(Date
of earliest event reported)
SYBASE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-16493
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94-2951005
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification Number)
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One Sybase Drive
Dublin, CA 94568
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (925) 236-5000
Item
2.02 Results of Operations and Financial Condition
(a) On April 22, 2009, Sybase, Inc. issued a press release announcing
its results for the three months ended March 31, 2009 (“Q1 2009
Release”), a copy of which is furnished as
Exhibit 99.1
and incorporated herein by reference. As part of the Q1 2009 Release,
Sybase presented certain financial information, including the following:
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(1)
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Condensed Consolidated Balance Sheets for March 31, 2009 (unaudited)
and December 31, 2008
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(2)
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Condensed Consolidated Statements of Income (unaudited) for the
three months ended March 31, 2009 and 2008, respectively
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(3)
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Reconciliation of Non-GAAP Results to GAAP Results for selected
items for the three months ended March 31, 2009 and 2008,
respectively
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(4)
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Condensed Consolidated Statements of Cash Flows (unaudited) for the
three months ended March 31, 2009 and 2008, respectively
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(5)
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Consolidated Statement of Operations by Segment for the three months
ended March 31, 2009 (unaudited)
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(6)
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Reconciliation of Non-GAAP Results to GAAP Results for selected
segment items for the three months ended March 31, 2009
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(7)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for the three
months ended June 30, 2009 (unaudited)
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(8)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for the twelve
months ended December 31, 2009 (unaudited)
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(9)
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Consolidated Statement of Operations Supplemental Format for the
three months ended March 31, 2009 (unaudited)
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(b) On the same date, the Company orally disclosed certain of the
above-referenced Non-GAAP and GAAP amounts, and provided Non-GAAP and
GAAP financial guidance for the three months ending June 30, 2009 and
twelve months ending December 31, 2009 during a webcast and conference
call meeting all of the following requirements:
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(1)
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The information was provided as part of a presentation that was
complementary to and occurred within 48 hours of publication of the
Q1 2009 Release;
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(2)
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The presentation was broadly accessible to the public by dial-in
conference call and webcast;
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(3)
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The financial and other statistical information contained in the
presentation was available on the Company’s external website
together with information required under Section 244.100 of
Regulation G at the time of the conference call and webcast; and
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(4)
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The presentation was announced by widely disseminated press release
that included instructions as to when and how to access the
presentation and the location on the Company’s website where the
information would be available.
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(c) In accordance with General Instruction B.2 of Form 8-K, the
information included the Q1 2009 Release (other than the tables
referenced in Item 2.02(a)(1), (2), (4), and (5)) shall not be deemed to
be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the
liability of that section, and shall not be incorporated by reference
into any registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
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(c)
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Exhibits
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Exhibit No.
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Description
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99.1
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Press Release of Sybase, Inc. issued April 22, 2009
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SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SYBASE, INC.
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Date: April 23, 2009
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By:
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/s/ DANIEL R. CARL
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Name:
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Daniel R. Carl
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Title:
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Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Sybase, Inc. issued April 22, 2009
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