- Current report filing (8-K)
2010年2月2日 - 8:03PM
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:
January
28, 2010
(Date
of earliest event reported)
SYBASE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
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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(I.R.S. 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
N/A
(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:
⃞
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
⃞
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
⃞
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
⃞
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
(a) On January 28, 2010, Sybase, Inc. issued a press release
announcing its results for the three months and year ended December 31,
2009 (“Q4 2009 Release”), a copy of which is furnished as
Exhibit 99.1
and incorporated herein by reference. As part of the Q4 2009 Release,
Sybase presented certain financial information, including the following:
(1)
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Condensed Consolidated Balance Sheets for December 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 and twelve months ended December 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 and twelve months ended December 31, 2009 and
2008, respectively
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(4)
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Computation of Basic and Diluted Net Income Per Share for the three
and twelve months ended December 31, 2009 and 2008, respectively
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(5)
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Condensed Consolidated Statements of Cash Flows (unaudited) for the
twelve months ended December 31, 2009 and 2008, respectively
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(6)
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Consolidated Statement of Operations by Segment for the three months
ended December 31, 2009 (unaudited)
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(7)
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Consolidated Statement of Operations by Segment for the twelve
months ended December 31, 2009 (unaudited)
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(8)
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Reconciliation of Non-GAAP Results to GAAP Results for selected
segment items for the three and twelve months ended December 31,
2009 and 2008, respectively
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(9)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for the three
months ended March 31, 2010 (unaudited)
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(10)
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Reconciliation of GAAP-based EPS to Non-GAAP EPS for the twelve
months ended December 31, 2010 (unaudited)
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(11)
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Consolidated Statement of Operations – New Segment Format for the
three months ended December 31, 2009 and December 31, 2008
(unaudited)
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(12)
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Consolidated Statement of Operations – New Segment Format for the
twelve months ended December 31, 2009 and December 31, 2008
(unaudited
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(b) On the same date, the Company orally disclosed certain of the
above-referenced pro forma and GAAP amounts, and provided pro forma and
GAAP financial guidance for the three months ending March 31, 2010 and
twelve months ending December 31, 2010 during a webcast and conference
call meeting all of the following requirements:
(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
Q4 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 Q4 2009 Release (other than the tables
referenced in Item 2.02(a)(1), (2), (5), (6), (7), (11) and (12) 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
Exhibit No.
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Description
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99.1
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Press Release of Sybase, Inc. issued January 28, 2010
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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:
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February 1, 2010
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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
Exhibit No.
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Description
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99.1
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Press Release of Sybase, Inc. issued January 28, 2010
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