-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HkrTeLxIpCUbKmyAQg3v/y/wMihlHHVxsHjfjHm04437eyA+YxRdmLFbEx9Giuw7 kTHrywpScIX6s20CRA1Deg== 0001181431-10-039324.txt : 20100730 0001181431-10-039324.hdr.sgml : 20100730 20100730171110 ACCESSION NUMBER: 0001181431-10-039324 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100729 FILED AS OF DATE: 20100730 DATE AS OF CHANGE: 20100730 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYBASE INC CENTRAL INDEX KEY: 0000768262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942951005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE SYBASE DRIVE CITY: DUBLIN STATE: CA ZIP: 94568 BUSINESS PHONE: 9252365000 MAIL ADDRESS: STREET 1: ONE SYBASE DRIVE CITY: DUBLIN STATE: CA ZIP: 94568 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAP AG CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: 2M FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16493 FILM NUMBER: 10981924 BUSINESS ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: DIETMAR-HOPP-ALLEE 16 CITY: WALLDORF STATE: 2M ZIP: 69190 FORMER NAME: FORMER CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA DATE OF NAME CHANGE: 19960807 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAP America, Inc. CENTRAL INDEX KEY: 0001319085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16493 FILM NUMBER: 10981923 BUSINESS ADDRESS: STREET 1: 3999 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 BUSINESS PHONE: 610-661-1000 MAIL ADDRESS: STREET 1: 3999 WEST CHESTER PIKE CITY: NEWTOWN SQUARE STATE: PA ZIP: 19073 4 1 rrd282323.xml FORM 4 X0303 4 2010-07-29 0 0000768262 SYBASE INC SY 0001000184 SAP AG DIETMAR-HOPP-ALLEE 16 D69190 WALLDORF 2M GERMANY 0 0 1 0 0001319085 SAP America, Inc. 3999 WEST CHESTER PIKE NEWTOWN SQUARE PA 19073 0 0 1 0 Common Stock 2010-07-29 4 P 0 58282484 65.00 A 139212201 D Common Stock 2010-07-29 4 J 0 7047261 65.00 A 100 D This form is a joint filing by SAP AG, SAP America, Inc, a wholly owned subsidiary of SAP AG ("SAP America"), and Sheffield Acquisition Corp., an indirectly wholly-owned subsidiary of SAG AG (the "Purchaser"). This Form 4 relates to shares of common stock, par value $0.001 per share (the "Common Stock"), including the associated rights to purchase shares of Series A Participating Preferred Stock issued pursuant to the Preferred Stock Rights Agreement, dated as of July 31, 2002, as amended, by and between Sybase, Inc., a Delaware corporation ("Sybase"), and American Stock Transfer and Trust Company (together with the Common Stock, the "Shares"), of Sybase. Reflects Shares of Sybase that were acquired by the Purchaser upon the exercise of the "top-up option" described in the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the Securities and Exchange Commission on May 26, 2010 by SAP AG, SAP America and the Purchaser (the "Schedule TO"). Amount includes 7,354,298 Shares tendered through guaranteed delivery procedures. Following the exercise of the "top-up option", Sybase was merged with and into the Purchaser with Sybase surviving the merger as a wholly-owned subsidiary of SAP America pursuant to a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist. Reflects all of the outstanding shares of Sybase not tendered in the offer, which may be deemed to have been acquired by SAP AG, SAP America and the Purchaser pursuant to the consummation of the Merger. At the effective time of the Merger, these Shares were cancelled and ceased to exist. Prior to the Merger, SAP America held 100 shares of the common stock, no par value per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of the Merger, each Purchaser Share was converted into one share of common stock of Sybase, as the surviving corporation of the Merger, and as a result SAP America acquired 100% of the equity interest of Sybase. /s/ Dr. Werner Brandt, CFO of SAP AG 2010-07-30 /s/ Michael Junge, General Counsel of SAP AG 2010-07-30 /s/ Brad C. Brubaker, Corporate Secretary of SAP America, Inc. 2010-07-30 /s/ Brad C. Brubaker, President of Sheffield Acquisition Corp. 2010-07-30 -----END PRIVACY-ENHANCED MESSAGE-----