- Current report filing (8-K)
October 24 2008 - 5:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
October 21, 2008
(Date of earliest event reported)
SYBASE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1-16493
(Commission File Number)
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94-2951005
(I.R.S. Employer
Identification Number)
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One Sybase Drive
Dublin, CA 94568
(Address of principal executive offices)
Registrants telephone number, including area code: (925) 236-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition
(a) On October 21, 2008, Sybase, Inc. issued a press release announcing its results for
the three months ended September 30, 2008 (Q3 2008 Release), a copy of which is furnished as
Exhibit 99.1
and incorporated herein by reference. As part of the Q3 2008 Release, Sybase
presented certain financial information, including the following:
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(1)
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Condensed Consolidated Balance Sheets for September
30, 2008 (unaudited) and December 31, 2007
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(2)
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Condensed Consolidated Statements of Income
(unaudited) for the three and nine months ended September 30, 2008
and 2007, respectively
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(3)
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Reconciliation of Non-GAAP Results to GAAP Results
for selected items for the three and nine months ended September 30,
2008 and 2007, respectively
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(4)
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Condensed Consolidated Statements of Cash Flows
(unaudited) for the nine months ended September 30, 2008 and 2007,
respectively
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(5)
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Consolidated Statement of Operations by Segment for
the three months ended September 30, 2008 (unaudited)
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(6)
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Consolidated Statement of Operations by Segment for
the nine months ended September 30, 2008 (unaudited)
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(7)
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Reconciliation of Non-GAAP Results to GAAP Results
for selected segment items for the three and nine months ended
September 30, 2008
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(8)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for
the three months ended December 31, 2008 (unaudited)
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(9)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for
the twelve months ended December 31, 2008 (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
December 31, 2008 and twelve months ending December 31, 2008 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 Q3 2008
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 Companys 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 Companys 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 Q3
2008 Release (other than the tables referenced in Item 2.02(a)(1), (2), (4), (5) and (6)) 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
(c) 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 October 21, 2008
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SIGNATURE
Pursuant to the requirements of the Securities and 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: October 23, 2008
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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 October 21, 2008
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