SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO.1 TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:

March 12, 2003

(Date of earliest event reported)

SYBASE, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 0-19395
(Commission File Number) 94-2951005
(I.R.S. Employer
Identification Number)

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

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

TABLE OF CONTENTS

	Item 7. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Exhibit 23.1
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3

     The undersigned Registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K, originally filed with the Securities and Exchange Commission on March 12, 2003 as set forth in the pages attached hereto.

Item 7. Financial Statements and Exhibits.

     On March 12, 2003, Sybase, Inc. (the “Company” or “Sybase”) filed a current report on Form 8-K to report the completion of its acquisition of AvantGo, Inc. (“AvantGo”).

     Pursuant to Item 7 of Form 8-K, Sybase indicated that it would file certain financial information under Item 7 of Form 8-K no later than May 12, 2003. This amendment is filed to provide the required financial information and to amend the language of Section (a) and Section (b) of Item 7.

(a) Financial statements of business acquired.

     The required financial information of AvantGo has been included hereto in Exhibits 99.1 and 99.2.

(b) Pro forma financial information.

     The required pro forma financial information included in this Amended Current Report on Form 8-K/A, which gives effect to the acquisition of AvantGo is as follows:

     Pro Forma Financial Information

		Page
Unaudited Pro Forma Combined Condensed Financial Information
•	Unaudited Pro Forma Combined Condensed Balance Sheet as of September 30, 2002		3
•	Unaudited Pro Forma Combined Condensed Statement of Operations for the Nine Months Ended September 30, 2002		4
•	Unaudited Pro Forma Combined Condensed Statement of Operations for the Year Ended December 31, 2001		5
•	Notes to Unaudited Pro Forma Combined Condensed Financial Statements		6

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UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS

The unaudited pro forma combined condensed balance sheet as of September 30, 2002, and the unaudited pro forma combined statements of operations for the nine months ended September 30, 2002, and for the year ended December 31, 2001, have been prepared to reflect the acquisition of AvantGo, by Sybase completed on February 25, 2003 in a business combination.

On February 25, 2003 Sybase acquired AvantGo for cash consideration of approximately $39.1 million. In addition, Sybase is estimated to incur direct acquisition costs of approximately $1.4 million. The estimated direct acquisition costs consist primarily of investment banking fees, legal and accounting fees, and printing costs to be incurred by Sybase which are directly related to the acquisition.

The unaudited pro forma combined condensed balance sheet reflects the combination of the unaudited historical condensed balance sheets of Sybase and AvantGo as of September 30, 2002. The unaudited pro forma combined condensed statements of operations for the nine months ended September 30, 2002 combines the unaudited historical condensed statements of operations of Sybase and AvantGo for the nine months ended September 30, 2002. These statements give effect to the merger between Sybase and AvantGo as if it had occurred on January 1, 2002. The unaudited pro forma condensed statements of operations for the year ended December 31, 2001 combine the audited historical statements of operations of Sybase and AvantGo for the year ended December 31, 2001, along with the unaudited historical statement of operations of New Era of Networks (NEN) for the period January 1, 2001 through April 11, 2001. These statements give effect to the merger between Sybase and AvantGo, and the merger between Sybase and New Era of Networks as if it they had occurred on January 1, 2001. The unaudited pro forma combined condensed financial statements do no include the realization of cost savings from operating efficiencies, synergies or other restructurings that may result from the merger.

The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger and the acquisition had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this document. The pro forma information should be read in conjunction with the accompanying notes thereto, Sybase’s historical financial statements and related notes thereto incorporated by reference in this information statements, and AvantGo’s historical statements and related notes thereto included as Exhibits 99.1 and 99.2 in this information statement.

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SYBASE, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
September 30, 2002
(In thousands)

						(11)								Pro Forma			Proforma
			Sybase			AvantGo			Combined					Adjustments			Combined
Current assets
	Cash and cash equivalents		$	251,155		$	32,249		$	283,404		(1	)	$	(39,147	)	$	244,257
	Short-term cash investments			11,190			—			11,190					—			11,190
		Total cash, cash equivalents and short-term cash investments		262,345			32,249			294,594					(39,147	)		255,447
	Restricted Cash			3,922			—			3,922					—			3,922
	Accounts receivable, net			124,812			2,696			127,508					—			127,508
	Deferred income taxes			16,783			—			16,783		(2	)		(984	)		15,799
	Prepaid expenses and other current assets			17,461			1,252			18,713					—			18,713
		Total current assets		425,323			36,197			461,520					(40,131	)		421,389
Long-term cash investments				100,678			—			100,678					—			100,678
Restricted long-term cash and investments in marketable securities				—			3,400			3,400					—			3,400
Property, equipment and improvements, net				75,409			4,822			80,231		(10	)		(2,727	)		77,504
Deferred income taxes				32,292			—			32,292					—			32,292
Capitalized software, net				60,656			—			60,656					—			60,656
Goodwill, net				173,319			—			173,319		(2	)		10,903			184,222
Other purchased intangibles, net				54,705			—			54,705		(2	)		5,500			60,205
Other assets				29,455			139			29,594		(4	)		502			30,096
		Total Assets	$	951,837		$	44,558		$	996,395				$	(25,953	)	$	970,442
Current Liabilities
	Accounts payable		$	13,019		$	947		$	13,966		(1	)	$	1,392		$	15,358
	Accrued compensation and related expenses			31,054			917			31,971					—			31,971
	Accrued income taxes			55,445			—			55,445					—			55,445
	Other accrued liabilities			76,732			3,453			80,185		(2	)		4,697			84,882
	Deferred revenue			177,216			4,644			181,860		(10	)		(1,100	)		180,760
		Total current liabilities		353,466			9,961			363,427					4,989			368,416
Other liabilities				9,366			3,655			13,021					—			13,021
Minority interest				5,029			—			5,029					—			5,029
Stockholders’ equity
	Common stock			105			4			109		(3	)		(4	)		105
	Note receivable from stockholders						(502	)		(502	)	(4	)		502			—
	Additional paid-in capital			925,709			166,161			1,091,870		(3	)		(166,161	)		925,709
	Accumulated deficit			(177,659	)		(133,652	)		(311,311	)	(3	)		133,652			(177,659	)
	Accumulated other comprehensive loss			(19,400	)		(570	)		(19,970	)	(3	)		570			(19,400	)
	Deferred stock-based compensation			(3,912	)		(288	)		(4,200	)	(3	)		288			(3,912	)
	Revenue offset relating to warrant agreements						(211	)		(211	)	(3	)		211			—
	Treasury stock			(140,867	)		—			(140,867	)				—			(140,867	)
		Total stockholders’ equity		583,976			30,942			614,918					(30,942	)		583,976
		Total liabilities and stockholders’ equity	$	951,837		$	44,558		$	996,395				$	(25,953	)	$	970,442

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SYBASE, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
September 30, 2002
(In thousands, except per share data)

				(11)
		Sybase		AvantGo							Pro Forma			Pro Forma
		9/30/2002		9/30/2002			Combined				Adjustments			Combined
Revenues:
	License fees	$	240,051	$	8,199		$	248,250			$	—		$	248,250
	Services		379,257		6,361			385,618				—			385,618
Total Revenues			619,308		14,560			633,868				—			633,868
Cost and expenses
	Cost of license fees		37,455		197			37,652	(9	)		300			37,952
	Cost of services		146,953		3,327			150,280				—			150,280
	Product development and engineering		87,515		6,061			93,576				—			93,576
	Sales and marketing		203,714		14,141			217,855				—			217,855
	General and administrative		63,510		3,717			67,227				—			67,227
	Stock-based compensation		1,491		(526	)		965	(8	)		526			1,491
	Amortization of other purchased intangibles		1,500		—			1,500				—			1,800
	Cost of restructuring		5,424		4,450			9,874				—			9,874
Total costs and expenses			547,562		31,367			578,929				826			580,055
Operating income (loss)			71,746		(16,807	)		54,939				(826	)		53,813
Interest income			8,811		1,277			10,088				—			10,088
Interest expense and other, net			2,878		—			2,878				—			2,878
Income (loss) before income taxes			83,435		(15,530	)		67,905				(826	)		66,779
Provision for income taxes			35,877		—			35,877	(12	)		(6,294	)		29,583
Net income (loss) before cumulative effect of an accounting change		$	47,558	$	(15,530	)	$	32,028			$	5,468		$	37,196
Net income (loss) per share before cumulative effect of an accounting change - basic (14)		$	0.49	$	(0.44	)								$	0.38
Net income (loss) per share before cumulative effect of an accounting change - diluted (14)		$	0.47	$	(0.44	)								$	0.37
Number of shares used in per share calculation - basic (14)			97,651		35,218										97,651
Number of shares used in per share calculation - diluted (14)			100,488		35,218										100,488

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SYBASE, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
December 31, 2001
(In thousands, except per share data)

																(11)
			(13)			Sybase										AvantGo							Pro Forma				Pro Forma
			NEN 1/1-4/11			12/31/2001				Adjustments			Combined			12/31/2001			Combined				Adjustments				Combined
Revenues:
	License fees		$	23,231		$	389,038				—		$	412,269		$	13,548		$	425,817				—		$	425,817
	Services			22,176			537,048				—			559,224			10,456			569,680				—			569,680
Total Revenues				45,407			926,086				—			971,493			24,004			995,497				—			995,497
Cost and expenses
	Cost of license fees			2,929			45,695	(5	)		3,309			51,933			594			52,527	(9	)		400			52,927
	Cost of services			32,616			238,942				—			271,558			5,137			276,695				—			276,695
	Product development and engineering			30,092			125,404				—			155,496			13,250			168,746				—			168,746
	Sales and marketing			50,178			331,237				—			381,415			29,362			410,777				—			410,777
	General and administrative			16,189			76,885				—			93,074			8,085			101,159				—			101,159
	In-Process research and development			—			18,500	(6	)		(18,500	)		—			—			—							—
	Stock-based compensation			121			1,334	(7	)		86			1,541			6,561			8,102	(8	)		(6,561	)		1,541
	Amortization of goodwill and purchased			18,079			55,859	(5	)		(18,079	)		67,101			2,640			69,741				—			69,741
		intangibles						(5	)		11,242
	Asset impairment charge			3,916			—				—			3,916			—			3,916				—			3,916
	Write-off of core technology			—			—				—			—			1,981			1,981				—			1,981
	Write-off of goodwill and purchased			—			—				—			—			7,883			7,883				—			7,883
		intangibles					—
	Cost of restructuring			—			48,751				—			48,751			7,182			55,933				—			55,933
Total costs and expenses				154,120			942,607				(21,942	)		1,074,785			82,675			1,157,460				(6,161	)		1,151,299
Operating income (loss)				(108,713	)		(16,521	)			—			(103,292	)		(58,671	)		(161,963	)			(6,161	)		(155,802	)
Interest income				805			16,952				—			17,757			2,496			20,253				—			20,253
Interest expense and other, net				—			577				—			577			—			577				—			577
Minority Interest				—			(30	)			—			(30	)		—			(30	)			—			(30	)
Income (loss) before income taxes				(107,908	)		978				21,942			(84,988	)		(56,175	)		(141,133	)			6,161			(135,002	)
Provision for income taxes				89			26,500				—			26,589			—			26,589				—			26,589
Net income (loss)			$	(107,997	)	$	(25,522	)			21,942		$	(111,577	)	$	(56,175	)	$	(167,722	)		$	6,161		$	(161,591	)
Net income (loss) per share Basic (14)			$	(2.94	)	$	(0.27	)					$	(1.13	)	$	(1.71	)								$	(1.64	)
Net income (loss) per share Diluted (14)			$	(2.94	)	$	(0.27	)					$	(1.13	)	$	(1.71	)								$	(1.64	)
Number of shares used in per share calculation – basic (14)				36,769			94,592				(32,609	)		98,752			32,892							(32,892	)		98,752
Number of shares used in per share calculation – basic (14)				36,769			94,592				(29,821	)		101,540			32,892							(32,892	)		98,752

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NOTES TO THE UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS

The unaudited pro forma combined condensed balance sheet reflects the combination of the unaudited historical condensed balance sheets of Sybase and AvantGo, as of September 30, 2002. The unaudited pro forma combined condensed statements of operations for the nine months ended September 30, 2002 combines the unaudited historical condensed statement of operations of Sybase and AvantGo for the nine months ended September 30, 2002. These statements give effect to the merger between Sybase and AvantGo as if it had occurred on January 1, 2002. The unaudited pro forma condensed statements of operations for the year ended December 31, 2001 combine the audited historical statements of operations of Sybase and AvantGo for the year ended December 31, 2001, along with the unaudited historical statement of operations of NEN for the period January 1, 2001 through April 11, 2001. These statements give effect to the merger between Sybase and AvantGo, and the merger between Sybase and NEN as if they had occurred on January 1, 2001.

The total purchase price of the acquisition has been allocated to assets and liabilities based on management’s preliminary determination of their fair values. The excess of the purchase price over the fair value of the net tangible assets acquired as of September 30, 2002 is preliminary estimated to be approximately $15.4 million. Based on certain work performed by an independent third party appraiser, $3.1 million of this excess has been allocated to trade name, $2.4 million of this excess has been allocated to developed technology, and $10.9 of the excess has been allocated to goodwill. This allocation is subject to change pending completion of the final analysis of the fair value of the asset acquired and liabilities assumed, including certain tax assets acquired in the transaction. It is estimated that the developed technology will be amortized on a straight-line basis over 6 years, while the goodwill and trade name do not have determinable lives, and will not be amortized. No amounts were allocated to in-process research and development.

In June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other intangible Assets” (“SFAS 142”), which requires non-amortization of goodwill and intangible assets that have indefinite useful lives and annual tests of impairment of those assets. The statement also provides specific guidance about how to determine and measure goodwill and intangible asset impairment, and requires additional disclosure of information about goodwill and other intangible assets. The provisions of this statement are required to be applied starting with fiscal years beginning after December 15, 2001 and applied to all goodwill and other intangible assets recognized in its financial statements at that date. Goodwill and certain intangible assets acquired after June 30, 2001 are subject to the non-amortization provisions of the statement.

As a result, no amortization of goodwill resulting from this acquisition has been included in the accompanying unaudited pro forma condensed consolidated financial information as the merger occurred after June 30, 2001 and such goodwill will not be amortized subsequent to the closing of the merger.

Pro forma adjustments for the unaudited pro forma combined condensed balance sheet as of September 30, 2002 and the unaudited pro forma combined condensed statements of operations for the year ended December 31, 2001 and the nine months ended September 30, 2002 are as follows:

(1) To reflect the acquisition of all of the outstanding capital stock of AvantGo, a provider of mobile enterprise software, for a total estimated purchase price of $40.5 million. As a result of the acquisition, Sybase expects to strengthen its position in the mobile middleware market and provide a more complete m-Business platform to its customers. The future operations of AvantGo will be

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included in the Company’s iAnywhere Solutions reporting segment. The purchase consideration, which does not include any contingent amounts, consists of the following:

(a)	Cash of approximately $39.1 million.
(b)	Merger related costs of approximately $1.4 million consisting primarily of fees for investment bankers, attorneys, accountants, filing and financial printing.

(2) The allocation of the purchase price over the fair value of net tangible assets acquired, using an assumed September 30, 2002 closing date for purposes of determining net tangible assets, has been determined as follows (in millions):

Total purchase price	$	40.5
Less: Fair value of identifiable net tangible assets acquired	$	25.1
Excess of purchase price over fair value of identified net tangible assets	$	15.4

The estimated fair values of the assets acquired and liabilities assumed based on a September 30, 2002 closing, are as follows (in millions):

Current Assets	$	36.2
Restricted cash	$	3.4
Property plant and equipment	$	2.1
Goodwill	$	10.9
Other intangible assets (net of deferred tax liability)	$	4.5
Other long-term assets	$	0.7
Total assets acquired	$	57.8
Current liabilities	$	(13.6	)
Other long-term liabilities	$	(3.7	)
Net assets acquired	$	40.5

	Included in current liabilities is $4.7 million related to estimated facility and severance exit costs in accordance with Emerging Issues Task Force Issue Number 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination”.
(3)	To reflect the elimination of AvantGo’s historical stockholders’ equity accounts.
(4)	To reclassify the shareholder note receivable previously secured by certain AvantGo equity, and now a recourse note with certain individuals.

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(5)	To reflect the elimination of NEN’s amortization charges related to historical acquisitions, and the inclusion of amortization relating to goodwill and other intangibles acquired in the NEN acquisition.
(6)	To eliminate the one time charge relating to the write off of in-process research and development acquired in the NEN acquisition.
(7)	To reflect the amortization of deferred stock compensation relating to NEN unvested options assumed. The options were valued at approximately $1.2 million and were amortized over the options’ remaining vesting period of approximately 3.75 years.
(8)	To reflect the elimination of AvantGo’s stock-based compensation expense. No stock options were assumed in the acquisition.
(9)	To reflect the amortization of developed technology acquired in the AvantGo acquisition.
(10)	To reflect the adjustment to fair value of certain AvantGo assets and liabilities acquired.
(11)	Pro forma reclassifications are made to conform the AvantGo presentation to the Sybase presentation.
(12)	The pro forma tax provision was adjusted to reflect the estimated tax provision for the combined group.
(13)	Financial results for the period January 1, 2001 through April 11, 2001. Sybase acquired NEN on April 11, 2001.
(14)	Pro forma net income (loss) reflects the impact of the adjustments above. Pro Forma diluted net income (loss) per share gives effect to any dilutive options. Stock options are excluded from the calculation during loss periods as their effect is antidilutive.

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(c) Exhibits

The following exhibits are filed with this Amended Current Report on Form 8-K/A:

Exhibit
Number		Exhibit Description
	23.1	Consent of Independent Auditors
	99.1	AvantGo, Inc. audited consolidated financial statements at December 31, 2001 and 2000.
	99.2	AvantGo, Inc. unaudited condensed consolidated financials statements for the nine months ended September 30, 2002 and 2001.
	99.3	Selected financial data — additional disclosure for SFAS No. 142, “Goodwill and Other Intangible Assets”.

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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.

	SYBASE, INC.
Date: May 12, 2003	By: /S/ DANIEL R. CARL
	Name: Daniel R. Carl Title:   Vice President and General Counsel

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EXHIBIT INDEX

Exhibit
Number		Exhibit Description
	23.1	Consent of Independent Auditors
	99.1	AvantGo, Inc. audited consolidated financial statements at December 31, 2001 and 2000.
	99.2	AvantGo, Inc. unaudited condensed consolidated financials statements for the nine months ended September 30, 2002 and 2001.
	99.3	Selected financial data — additional disclosure for SFAS No. 142, “Goodwill and Other Intangible Assets”.

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