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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 ____________________ FORM 10-K/A Amendment No. 1
 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 OR o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to Commission file number: 0-19395 SYBASE, INC.  Delaware
    
    94-2951005(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 One Sybase Drive, Dublin, California 94568
(Address of principal executive offices and Zip Code) Registrants telephone number, including area code: (925) 236-5000 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value
Preferred Share Purchase Rights Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES
þ NO o Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES
þ NO o The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold as of the last business day of the Registrants most recently
completed second fiscal quarter was $1.3 million. As of March 1, 2004, the
Registrant had 97,270,355 shares of Common Stock outstanding.




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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXExhibit 31.1Exhibit 31.2Exhibit 32    Table of Contents  FORM 10-K/A
AMENDMENT NO. 1
TO
ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR 2003 The sole purpose of this
amendment is to correct the following errors in the
Registrants Annual Report on Form 10-K for the year ended December 31, 2003,
as filed with the SEC on March 15, 2004 (Form 10-K): 1. Part II, Item 7, MD&A  Critical Accounting Policies and Estimates, page
12. The cross-reference in the last sentence of the paragraph that reads
Future Operating Results  Financial Accounting Related Matters, is changed
to Future Operating Results  Changing Legal and Accounting Environment, as
shown below (revised language in bold type, underlined). Critical Accounting Policies and Estimates We prepare our financial statements in accordance with U.S. generally accepted
accounting principles (GAAP). These accounting principals require us to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and the disclosure of contingent assets and liabilities at the
date of our financial statements. We also are required to make certain
judgments that affect the reported amounts of revenues and expenses during each
reporting period. We periodically evaluate our estimates including those
relating to revenue recognition, impairment of goodwill and intangible assets,
the allowance for doubtful accounts, capitalized software, restructuring,
income taxes, stock-based compensation and contingencies and litigation. We
base our estimates on historical experience and various other assumptions that
we believe to be reasonable based on specific circumstances. Our management
has reviewed the development, selection, and disclosure of these estimates with
the Audit Committee of our Board of Directors. These estimates and assumptions
form the basis for our judgments about the carrying value of certain assets and
liabilities that are not readily apparent from other sources. Actual results
could differ from these estimates. See also Future Operating Results 
Changing Legal and Accounting Environment,below. 2. Part II, Item 8, Consolidated Financial Statements, page 36. The table
below replaces the table on page 36, a portion of which was inadvertently
omitted due to a technical error. Consolidated Statements of Stockholders Equity (Dollars and shares in thousands)
    
    Three years ended December 31, 2003Common stock
    
    Additional
    
    
    
    
    
    AccumulatedOther
    
    
    
    
    
    UnearnedOutstanding
    
    Par
    
    paid-in
    
    Accumulated
    
    Comprehensive
    
    Treasury
    
    StockShares
    
    Value
    
    capital
    
    Deficit
    
    Income/(Loss)
    
    Stock
    
    Compensation
    
    TotalBalances at January 1, 2001
    
    
    87,656
    
    
    $
    91
    
    
    $
    582,972
    
    
    $
    (6,940
    )
    
    $
    (22,305
    )
    
    $
    (63,066
    )
    
    $
    
    
    
    $
    490,752Common stock issued in connection with
business combinations
    
    
    14,567
    
    
    
    14
    
    
    
    336,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,166
    )
    
    
    334,972Common stock issued and treasury
Stock reissued under stock option
And stock purchase plans
    
    
    2,494
    
    
    
    
    
    
    
    3
    
    
    
    (27,143
    )
    
    
    
    
    
    
    53,665
    
    
    
    
    
    
    
    26,525Treasury stock reissued under
Restricted stock option plan
    
    
    384
    
    
    
    
    
    
    
    5,571
    
    
    
    (9,118
    )
    
    
    
    
    
    
    9,156
    
    
    
    (5,571
    )
    
    
    38Acquisition of treasury stock
    
    
    (6,376
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (106,930
    )
    
    
    
    
    
    
    (106,930
    )Amortization of unearned
Stock compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,334
    
    
    
    1,334Tax benefit of exercise of stock options
    
    
    
    
    
    
    
    
    
    
    1,039
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,039Subtotal
    
    
    98,725
    
    
    
    105
    
    
    
    925,709
    
    
    
    (43,201
    )
    
    
    (22,305
    )
    
    
    (107,175
    )
    
    
    (5,403
    )
    
    
    747,730Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,522
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,522
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,257
    )
    
    
    
    
    
    
    
    
    
    
    (6,257
    )Unrealized gains/(losses) on
Marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    
    
    
    
    
    
    
    
    568Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,211
    )




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(Dollars and shares in thousands)
    
    Three years ended December 31, 2003Common stock
    
    Additional
    
    
    
    
    
    AccumulatedOther
    
    
    
    
    
    UnearnedOutstanding
    
    Par
    
    paid-in
    
    Accumulated
    
    Comprehensive
    
    Treasury
    
    StockShares
    
    Value
    
    capital
    
    Deficit
    
    Income/(Loss)
    
    Stock
    
    Compensation
    
    TotalBalances at December 31, 2001
    
    
    98,725
    
    
    
    105
    
    
    
    925,709
    
    
    
    (68,723
    )
    
    
    (27,994
    )
    
    
    (107,175
    )
    
    
    (5,403
    )
    
    
    716,519Common stock issued and treasury
Stock reissued under stock option,
Stock purchase plans and other
    
    
    2,633
    
    
    
    
    
    
    
    
    
    
    
    (26,690
    )
    
    
    
    
    
    
    50,332
    
    
    
    
    
    
    
    23,642Treasury stock repurchased due to
Forfeiture in restricted stock
Option plan
    
    
    (6
    )
    
    
    
    
    
    
    (95
    )
    
    
    146
    
    
    
    
    
    
    
    (147
    )
    
    
    95
    
    
    
    (1
    )Acquisition of treasury stock
    
    
    (6,692
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (89,826
    )
    
    
    
    
    
    
    (89,826
    )Amortization of unearned stock
Compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,938
    
    
    
    1,938Tax benefit of exercise of stock options
    
    
    
    
    
    
    
    
    
    
    3,450
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,450Subtotal
    
    
    94,660
    
    
    
    105
    
    
    
    929,064
    
    
    
    (95,267
    )
    
    
    (27,994
    )
    
    
    (146,816
    )
    
    
    (3,370
    )
    
    
    655,722Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94,669
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (94,669
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,826
    
    
    
    
    
    
    
    
    
    
    
    18,826Unrealized gains/(losses) on
Marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    495
    
    
    
    
    
    
    
    
    
    
    
    495Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75,348
    )Balances at December 31, 2002
    
    
    94,660
    
    
    
    105
    
    
    
    929,064
    
    
    
    (189,936
    )
    
    
    (8,673
    )
    
    
    (146,816
    )
    
    
    (3,370
    )
    
    
    580,374Common stock issued and treasury
Stock reissued under stock option,
Stock purchase plans and other
    
    
    5,148
    
    
    
    
    
    
    
    (3
    )
    
    
    (20,054
    )
    
    
    
    
    
    
    75,938
    
    
    
    
    
    
    
    55,881Treasury stock reissued under
Restricted stock option plan
    
    
    353
    
    
    
    
    
    
    
    5,012
    
    
    
    (5,915
    )
    
    
    
    
    
    
    5,949
    
    
    
    (5,012
    )
    
    
    34Treasury stock reissued for certain
Services
    
    
    721
    
    
    
    
    
    
    
    
    
    
    
    1,720
    
    
    
    
    
    
    
    8,676
    
    
    
    
    
    
    
    10,396Treasury stock repurchased due to
Forfeiture in restricted stock
Option plan
    
    
    (24
    )
    
    
    
    
    
    
    (416
    )
    
    
    534
    
    
    
    
    
    
    
    (536
    )
    
    
    415
    
    
    
    (3
    )Acquisition of treasury stock
    
    
    (2,333
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (30,883
    )
    
    
    
    
    
    
    (30,883
    )Amortization of unearned stock
Compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,882
    
    
    
    2,882Subtotal
    
    
    98,525
    
    
    
    105
    
    
    
    933,657
    
    
    
    (213,651
    )
    
    
    (8,673
    )
    
    
    (87,672
    )
    
    
    (5,085
    )
    
    
    618,681Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,266
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,266Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,100
    
    
    
    
    
    
    
    
    
    
    
    36,100Unrealized gains/(losses) on
Marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (578
    )
    
    
    
    
    
    
    
    
    
    
    (578
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122,788Balances at December 31, 2003
    
    
    98,525
    
    
    $
    105
    
    
    $
    933,657
    
    
    $
    (126,385
    )
    
    $
    26,849
    
    
    $
    (87,672
    )
    
    $
    (5,085
    )
    
    $
    741,469
 See accompanying notes. 
 PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (c) Exhibits. The exhibits required under Item 601 of Regulation S-K that must
be filed with this Amendment No. 1 pursuant to Rule 12b-15 promulgated under
the Securities Exchange Act of 1934, as amended, are listed in the Exhibit
Index to this Report on Form 10-K/A, and are incorporated here by reference. 
 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report on Form 10-K/A to be
signed on its behalf of the undersigned, thereunto duly authorized. SYBASE, INC.By: /S/ TERESA D. CHUHMarch 23, 2004
    
    Teresa D. ChuhVice President, Associate General Counsel
and Assistant Secretary




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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on 10-K/A has been signed by Teresa D. Chuh, attorney-in-fact of each of
the following individuals, in the capacities and on the dates indicated: Signature
    
    Title
    
    Date*
(John S. Chen)
    
    Chairman of the Board, Chief
Executive Officer (Principal Executive
Officer), President and Director
    
    March 23, 2004*
(Pieter A. Van der Vorst)
    
    Senior Vice President and
Chief Financial Officer (Principal
Financial Officer)
    
    March 23, 2004*
(Martin J. Healy)
    
    Vice President and Corporate
Controller (Principal Accounting
    
    March 23, 2004*
(Richard C. Alberding)
    
    Director
    
    March 23, 2004*
(Cecilia Claudio)
    
    Director
    
    March 23, 2004*
(L. William Krause)
    
    Director
    
    March 23, 2004*
(Alan B. Salisbury)
    
    Director
    
    March 23, 2004*
(Jack E. Sum)
    
    Director
    
    March 23, 2004*
(Robert P. Wayman)
    
    Director
    
    March 23, 2004*
(Linda K. Yates)
    
    Director
    
    March 23, 2004*                    /S/ TERESA D. CHUH
(Teresa D. Chuh)
    
    Attorney-in-Fact
    
    March 23, 2004
 
 EXHIBIT INDEX 31.1
    
    Certification of Chief Executive Officer
pursuant to Securities Exchange Act Rule 13a-14 or 15d-14, as
adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 200231.2
    
    Certification of Chief Financial Officer
pursuant to Securities Exchange Act Rule 13a-14 or 15d-14, as
adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act
of 200232
    
    Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002