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FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-22549
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1997
750,000 SHARES
SYBASE, INC.
COMMON STOCK
($.001 par value)
This Prospectus Supplement supplements the Prospectus dated March 11,
1997 (the "Prospectus") relating to the public offering, which is not being
underwritten, of 750,000 shares of the common stock (the "Common Stock") of
Sybase, Inc. (together with its consolidated subsidiaries, "Sybase" or the
"Company") offered from time to time by certain stockholders of the Company who
received such shares in exchange for their common stock of Purchase Net, Inc.
("PNET") upon the merger of PNET with Sybase on February 21, 1997 (the "Selling
Stockholders"). The Company will receive no part of the proceeds of such
sales.
This Prospectus Supplement should be read in conjunction with the
Prospectus, and this Prospectus Supplement is qualified by reference to the
Prospectus except to the extent that the information herein contained
supersedes the information contained in the Prospectus. Capitalized terms used
in this Prospectus Supplement and not otherwise defined herein have the
meanings specified in the Prospectus.
The "Plan of Distribution" Section of the Prospectus is hereby
supplemented to provide that, if not in contravention of the rules and
regulations promulgated by the Securities and Exchange Commission, the shares
covered by the Prospectus may be offered and sold in connection with the
writing of exchange-traded call options on such national securities exchanges
on which such options for shares of Sybase are traded and at prices and terms
then obtainable.
Except as set forth in this Prospectus Supplement with respect to Plan
of Distribution and the writing of exchange-traded call options, there is no
change to the section entitled "Plan of Distribution" in the Prospectus. The
Company may amend or supplement the Prospectus and this Prospectus Supplement
from time to time to update the disclosure set forth therein and herein.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 4, 1997.
