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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 (Date of earliest event reported) January 20, 2000
SYBASE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 7372 94-2951005
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
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6475 CHRISTIE AVENUE, EMERYVILLE, CA 94608
(Address of principal executive offices of Registrant)
(510) 922-3500
(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
On January 20, 2000, Sybase, Inc., a Delaware corporation ("Sybase")
completed its acquisition of Home Financial Network, Inc., a Delaware
corporation ("HFN"), a privately-held provider of Internet financial services
specializing in the development of customized e-Finance Internet sites in
accordance with that certain Agreement and Plan of Reorganization between
Sybase, HFN, a merger subsidiary established by Sybase, certain principal
shareholders of HFN, and a purchaser representative on behalf of the
shareholders of HFN, dated as of November 29, 1999 (the "Reorganization
Agreement"). Pursuant to the Reorganization Agreement, a wholly-owned subsidiary
of Sybase merged with and into HFN and became a wholly-owned subsidiary of
Sybase, changing its name to On-Line Financial Services, Inc. (the "Merger");
and the stockholders of HFN received approximately $1.153447887 in cash and
0.347936297 shares of Sybase common stock for each share of HFN common and
preferred stock and the holders of warrants and options to purchase HFN capital
stock received warrants and options to purchase Sybase common stock.
Under the Reorganization Agreement, an aggregate of approximately 7,381,914
shares of Sybase Common Stock has or, if all warrants are exercised, will be
issued to the holders of HFN common stock, preferred stock and warrants. The
shares of Sybase common stock issued to the HFN common and preferred
shareholders and the warrants to acquire Sybase common stock (together with the
shares of Sybase common stock that may be issued upon exercise of the warrants)
were issued in reliance on an exemption from registration under the Securities
Act of 1933, as amended (the "Securities Act"). As a result, the shares of
Sybase common stock issued to the HFN common and preferred shareholders and/or
upon exercise of the Sybase warrants are (or will be) subject to restrictions on
transfer under the applicable provisions of the Securities Act and bear (or will
bear) a legend reflecting such restrictions. In connection with the Merger,
Sybase has granted the holders of the Sybase common stock and Sybase warrants
issued in connection with the Merger certain rights to require Sybase to
register such common stock under the Securities Act.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
The audited financial statements of the acquired business will be
filed by Amendment within 60 days after the filing of this Form 8-K in
accordance with the Security Exchange Act of 1934, General
Instructions for Form 8-K, Item 7 (a) (4).
(b) Pro Forma Financial Information.
The pro forma financial information required of the registrant will be
filed by Amendment within 60 days after the filing of this Form 8-K in
accordance with the Security Exchange Act of 1934, General
Instructions for Form 8-K, Item 7 (b).
(c) Exhibits.
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated November
29, 1999, by and among Sybase, Inc., On-Line Financial
Services, Inc., and Home Financial Network, Inc.
(incorporated by reference to Exhibit 2.1 of our
Registration Statement S-3 filed on January 31, 2000).
99.1 Press releases of Sybase, Inc. dated December 1, 1999 and January
20, 2000.
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Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the
Agreement and Plan of Reorganization have been omitted. The Company agrees to
supplementally furnish such schedules upon request of the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SYBASE, INC.
Dated: February 3, 2000
By: /s/ Teresa D. Chuh
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Title: Vice President, Associate General
Counsel and Assistant Secretary
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EXHIBIT LIST
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated November
29, 1999, by and among Sybase, Inc., On-Line Financial
Services, Inc., and Home Financial Network, Inc.
(incorporated by reference to Exhibit 2.1 of our
Registration Statement S-3 filed on January 31, 2000).
99.1 Press releases of Sybase, Inc. dated December 1, 1999 and January
20, 2000.
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Exhibit 99.1
SYBASE
PRESS RELEASES
SYBASE REPORTS STRONG FOURTH QUARTER AND YEAR-
END RESULTS BASED ON HIGH DEMAND
FOR MOBILE AND E-
BUSINESS SOLUTIONS
COMPANY INVESTS IN STRATEGIC MARKET OPPORTUNITIES; INCREASES STAKE IN
GROWING BUSINESS-TO-BUSINESS INTERNET SOLUTIONS MARKET
EMERYVILLE, CA , JANUARY 20, 2000 --
Sybase, Inc. (NASDAQ: SYBS) today reported fourth quarter earnings per share
(EPS) of $0.32 compared to analysts expectations of $0.21 EPS for the quarter
ended December 31, 1999 and $0.76 EPS for the year ended December 31, 1999,
exceeding analysts expectations of $0.62 EPS.
Net income for the fourth quarter of 1999 was $26 million as compared to a net
loss of $15 million for the same period in 1998. Quarter-on-quarter, total
revenues increased by 9.7 percent to $237 million in the fourth quarter from
$216 million in the third quarter of 1999. Cash and investments at year end were
$353 million, as compared to $250 million in 1998 - a 41 percent increase. Days
sales outstanding for the fourth quarter was 69 days.
"The fourth quarter was the second most profitable quarter and 1999 was the
second most profitable year in Sybase's history," said John Chen, Sybase
chairman, president and chief executive officer. "Our results clearly
demonstrate that we have effectively executed against our 1999 business
objectives.
"We enter Year 2000 with a strong balance sheet and a clear vision of the three
areas driving our growth," said Chen. "Those are the Enterprise Portal market,
where we aim to be the pre-eminent supplier e-commerce software infrastructure;
the wireless and mobile solutions arena; and e-Business solutions for vertical
markets, including financial services, telecommunications and media, healthcare
and government markets."
"Hurwitz Group recommends that organizations consider implementing an EIP as IT
infrastructure for e-Business. Furthermore, these organizations should note that
- - of the software vendors that have thus far announced product plans for an EIP
- - Sybase's
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strategy and product set are by far the most impressive," said Philip
Russom, director, Data Warehousing and Business Intelligence at Hurwitz Group.
Sybase's recent acquisitions and strategic investments in the financial services
market show the company's commitment to delivering enterprise class e-Business
solutions for vertical markets. Highlights over the last 12 months included: -
The acquisition, signed today, of Home Financial Network and the subsequent
formation of a new company targeted at the financial services community. This
new company is designed to provide integrated e-business-to-business and
e-business-to-consumer systems, end-to-end Web-based retail financial services,
securities trading and straight-through processing technology and services - The
acquisition of Data Warehouse Networks, providing business intelligence
solutions in key vertical markets - The strategic investment in Demica, a
UK-based company with a sophisticated back-end trading system for banks - The
launch of Sybase Financial Server in a solution specifically tailored to the
needs of banks, brokers and corporations requiring sophisticated banking
application servers - The announcement in August of its strategy for the
Enterprise Portals market - aiming to be the leader in this market - The support
from market analyst firms such as GartnerGroup, Giga Information Group, META
Group and Hurwitz Group for the company's portal vision - The establishment of
Specialty Practices Teams worldwide. These teams are located in centers of
excellence for e-Business computing in New York City, London, Frankfurt and Hong
Kong. These centers are designed to deploy leading edge vertical e-Business
solutions to market according to customer requirements.
About Sybase, Inc. Headquartered in Emeryville, CA, Sybase, Inc., is one of the
largest global independent software companies. Sybase helps businesses
integrate, manage and deliver applications, content and data anywhere they are
needed. The company's products, combined with its world-class professional
services and partner technologies, provide a comprehensive platform for
integrated, end-to-end solutions in mobile and embedded computing, data
warehousing and Web environments. Sybase focuses especially on Enterprise Portal
(EP) solutions, which give businesses the ability to extend their enterprise to
customers, partners and suppliers by converting stored data into useful
information, which can be organized, integrated and personalized for use
anywhere at anytime. Sybase customers represent the industries leading the
global economy, with strong concentrations in financial services, public sector,
telecommunications and healthcare. The company's Web address is
http://www.sybase.com.
Special Note: Statements in this release concerning Sybase, Inc. future growth,
operating results, future products and prospects are forward looking statements
that involve a number of uncertainties and risks. Factors that could cause
actual events or results to differ materially include the following: sales
productivity; possible disruptive effects of organizational or personnel
changes; shifts in customer demand; market acceptance of the Company's products
and services; customer and industry analyst perception of the Company and its
technology vision and future prospects; rapid technological changes; competitive
factors; unanticipated delays in scheduled product availability dates (which
could result from various occurrences including development or testing
difficulties, software errors, shortages in appropriately skilled software
engineers and project management problems); interoperability of the Company's
products with other leading software application products; general business
conditions, and market growth rates in the client/server and Internet software
markets; and other factors described in the Company's Quarterly Report on Form
10-Q filed with the SEC for the quarter ended September 30, 1999.
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SYBASE
PRESS RELEASES
SYBASE TO CREATE NEW GLOBAL FINANCIAL SERVICES
INTERNET COMPANY WITH THE $130 MILLION ACQUISITION
OF HOME FINANCIAL NETWORK
NEW SUBSIDIARY TO COMBINE SYBASE
FINANCIAL SERVER BUSINESS UNIT WITH HFN TO BUILD UPON AND EXPAND EXISTING
LEADERSHIP IN FINANCIAL SERVICES INDUSTRY
EMERYVILLE, CA , DECEMBER 01, 1999 --
In support of its aggressive strategy to be the foremost provider of
industry-leading e-Business solutions, Sybase, Inc. (Nasdaq: SYBS) today
announced it will acquire Home Financial Network (HFN), a privately-held
Internet financial services company, and combine it with its Financial Server
business unit to create a new company. The new company will be an independent
subsidiary of Sybase. These transactions mark a major turning point in Sybase's
history, expanding the company's market from a supplier of enterprise class
infrastructure technology to one of strategic solutions.
The creation of the new company is a pivotal point in Sybase's new e-Business
strategy, which is designed to extend the company into the vertical e-solutions
markets. This vertical market and solution strategy is designed to augment
Sybase's market presence and provide growth engines for new and existing Sybase
products and professional solutions.
The mission of the new subsidiary is to become the premier provider of e-Finance
technology, products and services to the world's leading financial institutions
including banks, brokerage firms, insurance companies, securities firms or any
other entity that wishes to deliver financial services to its customers over the
Web. The company will provide global, end-to-end Internet financial solutions as
well as broad-based financial middleware solutions for both business-to-business
and business-to-consumer applications. This high growth market opportunity is at
the nexus of the international financial services convergence that is being
driven by the rapid rise of the Web as a financial services delivery vehicle for
consumers as well as institutional transactions.
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Sybase recognized it had a tremendous unrealized value sitting in its Financial
Server business unit that needed to be "unlocked" by creating a new, independent
subsidiary. At the same time, Sybase decided to augment the new subsidiary's
solutions by acquiring HFN, a company best known for its Total Web(TM) Financial
System and Stage III(TM) Architecture designed to support consumer financial
services on the Internet.
"This announcement propels Sybase into an exciting new phase of its e-Business
strategy, allowing us to enter new markets and extend our solutions into
high-growth industries," said John Chen, chairman, chief executive officer and
president of Sybase, Inc. "The extraordinary decision to combine our Financial
Server business unit with HFN and form a new e-Finance solutions entity that
leverages our core market strength is just one part of our long-term business
strategy that will help drive our business in the future. This is just one
tactic within our overall financial services strategy. It is primarily targeted
at the extremely high-growth Internet and online banking market, with Sybase
planning to undertake additional initiatives for the entire financial services
market over time."
Sybase's Board of Directors has approved the formation of a new company to be
merged with HFN. The new combined entity will be an independent, wholly-owned
subsidiary of Sybase, Inc. In an agreement approved by the Board of Directors of
both Sybase and HFN, Sybase will acquire HFN for a combination of cash and
agreed number of shares of Sybase stock (which number was determined based on a
total valuation of HFN of $130 million). Sybase has agreed to provide an
additional $25 million in capital to the new company. As well, Sybase plans to
contribute certain intellectual property and other assets to the new company. It
is also expected that certain Sybase employees will transfer to the new company.
The new company will be led by a management team that includes Daniel M. Schley
(HFN's chairman and chief executive officer), Michon M. Schenck (vice president
and general manager of Sybase's Financial Server business unit) and Eric T.
Jacobsen (HFN's president and chief operating officer). Consummation of the
acquisition is expected to occur by the end of December and is contingent upon
regulatory approval.
Both Sybase's and HFN's existing customers in the financial services market read
like a who's who of the world's elite financial services organizations. Sybase
customers include: Bank of America, First Union, Deutsche Bank, Dresdner Bank,
ING, ABN Amro, Bank of Tokyo Mitsubishi, JP Morgan, Citibank, Bear Stearns,
Lehman Brothers, Digital Insight, Equifax E-Banking Solutions, Goldman Sachs,
Fidelity, Nomura Securities, Barclays Bank, Societe General, AIG, GE Capital and
Swiss Bank. HFN customers include: National City, BB&T,First Hawaiian Bank,
Comerica, First Tennessee, Old Kent, Marquette, Commerce Bank, Mid Atlantic
Credit Unit and Emigrant Savings Bank.
"With the market demand for Internet financial services growing at a near
exponential rate worldwide, it was clear that both HFN and the Sybase Financial
Server business unit were clearly aligned to take advantage of this trend," said
Daniel M. Schley, chairman and chief executive officer of HFN. "This exciting
market opportunity is being fueled by the convergence of the financial services
industry, both domestically and internationally, and the enactment of 1999
Financial Services Modernization Act is a clear recognition of this trend. The
new company plans to be a catalyst to change all facets of Internet financial
services and intends to be a leader in this high growth market."
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Today, Sybase enterprise software is the de facto standard in the financial
services market, especially among the world's elite commercial banks and
securities firms. According to the Tower Group, Sybase commands 68 percent of
the production database market with Securities Industry Association firms.
Creation of this new subsidiary combined with the acquisition of HFN will allow
Sybase to build upon its leadership in the financial community by adding to its
portfolio of middleware applications and customized Internet solutions for
e-banking, brokerage and insurance customers.
ABOUT SYBASE, INC.(www.Sybase.com)
With headquarters in Emeryville, CA, Sybase, Inc. is one of the largest global
independent software companies. Sybase helps businesses integrate, manage and
deliver applications, content and data anywhere they are needed. The company's
customers represent the industries leading the global economy, with strong
concentrations in financial services, the public sector, telecommunications,
media and healthcare. The company is leveraging core enterprise product
strengths to capitalize on the emerging enterprise portal market to provide
powerful new solutions that deliver on the promise of e-Business.
ABOUT HOME FINANCIAL NETWORK(www.hfnweb.com)
HOME FINANCIAL NETWORK, INC., headquartered in Westport, CT, is an Internet
financial services company specializing in the development of customized
e-Finance Web sites. Through the company's Total Web(TM) Financial System and
Java-based Stage III(TM) Architecture, HFN provides financial institutions with
the essential tools, technology and customization services to build profitable,
sustainable relationships with their customers on the Web.
# # # # Information contained in this release with respect to the expected
financial impact of the proposed transaction is forward-looking. These
statements represent the company's reasonable judgement with respect to future
events and are subject to risks and uncertainties that could cause actual
results to differ materially. Such factors include, but are not limited to,
material adverse changes in economic and competitive conditions in the markets
served by the companies, material adverse changes in the business and financial
condition of either or both companies and their respective customers,
uncertainties concerning technological changes and future product performance,
and substantial delay in the expected closing of the transaction.
Sybase is a registered trademark of Sybase, Inc.
For additional press materials, bios and background on this announcement, please
visit our web site at http://www.sybase.com/hfn_announcement/
