8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2005 (February 14, 2005)

SYBASE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-16493	94-2951005
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

One Sybase Drive
Dublin, CA 94568
(Address of principal executive offices, including zip code)

(925) 236-5000
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 4.2

EXHIBIT 99.1

EXHIBIT 99.2

Item 1.01 Entry Into a Material Definitive Agreement.

     The information set forth in Item 3.03 hereof is incorporated by reference into this Item 1.01.

Item 3.03 Material Modification to Rights of Security Holders.

     On February 14, 2005, the Board of Directors of the Company amended its Preferred Share Rights Agreement, dated July 31, 2002, between the Company and American Stock Transfer and Trust Company (the “Rights Agreement”), by adopting Amendment No. 1 attached hereto (the “Amendment”).

     The Amendment amends the definition of “Beneficial Owner” and the definition of “Beneficially Own” contained in the Rights Agreement by providing that the acquisition of securities directly from the Company by initial purchasers (the “Initial Purchasers”) with the intent to resell such securities to qualified institutional buyers pursuant to Rule 144A, to investors outside of the United States pursuant to Regulation S or to other institutional investors shall not cause such Initial Purchasers to be deemed to be a Beneficial Owner of or to Beneficially Own such securities of the Company for purposes of the Rights Agreement. The Amendment also clarifies that securities acquired from the Company by underwriters and selling group members pursuant to a customary underwriting agreement with the Company or customary agreements among underwriters and selling group members in a bona fide public offering shall not cause such persons to be deemed to be a Beneficial Owner of or to Beneficially Own such securities for purposes of the Rights Agreement.

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     The original Rights Agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 5, 2002. The original Rights Agreement and the exhibits attached thereto are incorporated by reference herein. Amendment No. 1 to the Rights Agreement is attached hereto as Exhibit 4.2 and incorporated by reference herein.

Item 8.01 Other Events.

     On February 14, 2005 and on February 15, 2005, the Company issued press releases with respect to its offer and sale of $400 million aggregate principal amount of 1.75% Convertible Subordinated Notes due 2025, plus an additional aggregate principal amount of up to $60 million at the option of the initial purchasers. Copies of the press releases are filed as Exhibits 99.1 and 99.2 to this report and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

     The following exhibits are filed as part of this report.

Exhibit No.	Description
4.2	Amendment No. 1 dated as of February 14, 2005 to the Preferred Share Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer and Trust Company.
99.1	Press Release issued by the Company on February 14, 2005 announcing its intention to offer Convertible Subordinated Notes.
99.2	Press Release issued by the Company on February 15, 2005 announcing the pricing of its 1.75% Convertible Subordinated Notes.

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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.

	SYBASE, INC.
Date: February 17, 2005	By:	/s/ DANIEL R. CARL
		Name:	Daniel R. Carl
		Title:	Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
4.2	Amendment No. 1 dated as of February 14, 2005 to the Preferred Share Rights Agreement dated as of July 31, 2002 between the Company and American Stock Transfer and Trust Company.
99.1	Press Release issued by the Company on February 14, 2005 announcing its intention to offer Convertible Subordinated Notes.
99.2	Press Release issued by the Company on February 15, 2005 announcing the pricing of its 1.75% Convertible Subordinated Notes.

EX-4.2

Exhibit 4.2

AMENDMENT NO. 1 DATED AS OF FEBRUARY 14, 2005
TO RIGHTS AGREEMENT
BETWEEN SYBASE, INC. AND THE AMERICAN STOCK TRANSFER AND TRUST
COMPANY

     WHEREAS Sybase, Inc. (the “Company”) and American Stock Transfer and Trust Company, as Rights Agent (the “Rights Agent”), entered into the Rights Agreement dated as of July 31, 2002 (the “Rights Agreement”); and

     WHEREAS the Board of Directors of the Company has directed certain officers of the Company to prepare, execute and deliver this Amendment No. 1 (the “Amendment”) to the Rights Agreement in order to facilitate a Rule 144A transaction and make certain other changes; and

     WHEREAS Section 27 of the Rights Agreement permits the Company to amend the Rights Agreement in any respect without approval of the holders of rights prior to the Distribution Date (as therein defined); and

     WHEREAS the Distribution Date has not occurred; and

     WHEREAS the Board of Directors of the Company authorized and approved this Amendment at its meeting on February 14, 2005; and

     WHEREAS the Company deems it desirable to amend the Rights Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and in the Rights Agreement, the parties hereto hereby agree as follows:

     1. Amendment to Definition. Section 1(d) of the Rights Agreement is hereby amended to read in its entirety as follows:

“(d) A Person shall be deemed the “BENEFICIAL OWNER” of and shall be deemed to “BENEFICIALLY OWN” any securities:

     (i) that such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation); provided, however, that a Person shall not be deemed pursuant to this Section 1(d)(i) to be the Beneficial Owner of, or to Beneficially Own, any securities of the Company:

          (A) acquired by underwriters and selling group members pursuant to a customary underwriting agreement with the Company or customary agreements among underwriters and selling group members in a bona fide public offering, or

          (B) acquired by the initial purchasers directly from the Company with the intent of reselling such securities to qualified institutional buyers pursuant to Rule 144A, to investors outside of the U.S. pursuant to Regulation S or to other institutional investors;

     (ii) that such Person or any of such Person’s Affiliates or Associates has

          (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed pursuant to this Section 1(d)(ii)(A) to be the Beneficial Owner of, or to Beneficially Own:

               (1) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange, or

               (2) securities that a Person or any of such Person’s Affiliates or Associates may be deemed to have the right to acquire pursuant to any merger or other acquisition agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved by the Board of Directors of the Company prior to there being an Acquiring Person, or

               (3) securities acquired pursuant to a customary underwriting agreement with the Company or customary agreements among underwriters and selling group members in a bona fide public offering, or

               (4) securities acquired by the initial purchasers directly from the Company with the intent of reselling such securities to qualified institutional buyers pursuant to Rule 144A, to investors outside of the U.S. pursuant to Regulation S or to other institutional investors; or

          (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed pursuant to this Section 1(d)(ii)(B) to be the Beneficial Owner of, or to Beneficially Own, any security if the agreement, arrangement or understanding to vote such security:

               (1) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act, and

               (2) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); or

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     (iii) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding, whether or not in writing for the purpose of acquiring, holding, voting (except to the extent contemplated by the proviso to Section 1(d)(ii)(B)) or disposing of any securities of the Company; provided, however, that in no case shall:

          (A) an officer or director of the Company be deemed the Beneficial Owner of:

               (1) any securities beneficially owned by another officer or director of the Company solely by reason of actions undertaken by such persons in their capacity as officers or directors of the Company, or

               (2) any securities held of record by the trustee of any employee benefit plan of the Company or any Subsidiary of the Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than the officer or director, by reason of any influence that such officer or director may have over the voting of the securities held in the plan; or

          (B) an underwriter or selling group member be deemed to be the “Beneficial Owner” of any securities acquired pursuant to a customary underwriting agreement with the Company or customary agreements among underwriters and selling group members in a bona fide public offering, or

          (C) an initial purchaser be deemed to be the “Beneficial Owner” of any securities acquired by the initial purchasers directly from the Company with the intent of reselling such securities to qualified institutional buyers pursuant to Rule 144A, to investors outside of the U.S. pursuant to Regulation S or to other institutional investors.”

     2. No Other Changes. Except as expressly amended hereby, the Rights Agreement shall remain in full force and effect.

     3. Direction of Company. This amendment is in compliance with the terms of Section 27 of the Rights Agreement and pursuant to such Section 27, the Company directs the Rights Agent to execute this Amendment.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

SYBASE, INC.
By:	/s/ DANIEL R. CARL
Name:	Daniel R. Carl
Title:	Vice President, General Counsel and Secretary

AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent
By:	/s/ HERBERT J. LEMMER
Name:	Herbert J. Lemmer
Title:	Vice President

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EX-99.1

Exhibit 99.1

For Financial Inquiries, Contact:

Lynne Farris

Sybase Investor Relations

lfarris@sybase.com

(925) 236-8797

For Press Inquiries, Contact:

Heather Peterson

Sybase Public Relations

heatherp@sybase.com

(925) 236-6517

Sybase Announces Proposed
$400 Million Convertible Subordinated Notes Offering

DUBLIN, Calif. – February 14, 2005 – Sybase, Inc. (NYSE: SY) announced today that it intends to offer, subject to market conditions and other factors, $400 million aggregate principal amount of convertible subordinated notes (“Notes”), plus an additional aggregate principal amount of up to $60 million at the option of the initial purchasers, through an offering within the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The interest rate, terms of conversion, investor put rights and company redemption rights are to be determined by negotiations between the company and the initial purchasers of the notes.

Sybase intends to use up to $125 million of the net proceeds from the offering to fund the purchase of shares of its common stock concurrent with the offering of the notes, and the balance of the net proceeds for working capital and general corporate purposes, which may include the acquisition of businesses, products, product rights or technologies, strategic investments or additional purchases of common stock.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The Notes and the shares of common stock issuable upon conversion of the Notes will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

EX-99.2

Exhibit 99.2

For Financial Inquiries, Contact:

Lynne Farris

Sybase Investor Relations

lfarris@sybase.com

(925) 236-8797

For Press Inquiries, Contact:

Heather Peterson

Sybase Public Relations

heatherp@sybase.com

(925) 236-6517

Sybase Prices $400 Million Private Placement of
1.75% Convertible Subordinated Notes

Dublin, California, February 15, 2005 — Sybase, Inc. (NYSE: SY) announced today the pricing of its offering of $400 million aggregate principal amount of convertible subordinated notes due 2025 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). The notes will bear interest at a rate of 1.75% per year. The notes will be subordinated to all future senior debt of Sybase. The sale of the notes to the initial purchasers is expected to settle on February 22, 2005, subject to customary closing conditions.

The notes will be convertible, subject to certain conditions. Upon conversion of a note a holder will receive cash in an amount equal to the lesser of $1,000 and the conversion value and, if the conversion value is greater than $1,000, payment of the excess value, at our option, in the form of cash, shares of common stock or a combination of cash and common stock. The initial conversion rate is 39.6511 shares of common stock per $1,000 principal amount of the notes (which is equivalent to an initial conversion price of approximately $25.22 per share) subject to adjustment upon the occurrence of certain events. This represents a conversion premium of approximately 35 percent based on the last reported sale price of the company’s common stock on February 15, 2005. Sybase may redeem some or all of the notes on or after March 1, 2010 at 100% of the principal amount, plus accrued but unpaid interest up to, but excluding, the redemption date. Sybase may be required to purchase some or all of the notes by the holders thereof on February 22, 2010, February 22, 2015 or February 22, 2020 or in the event of certain changes in control at 100% of the principal amount, plus accrued but unpaid interest up to, but excluding, the purchase date.

The company has also granted the initial purchasers a 30-day option to purchase up to an additional $60 million aggregate principal amount of notes.

The company intends to use approximately $125 million of the net proceeds from the offering to fund the purchase of approximately 6.7 million shares of its common stock concurrent with the offering of the notes. The company expects to use the balance of the net proceeds for working capital and general corporate purposes, which may include the acquisition of businesses,

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products, product rights or technologies, strategic investments or additional purchases of our common stock.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.

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