8-K 1 d84613ke8-k.txt FORM 8-K 1 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: February 20, 2001 --------------------- NEW ERA OF NETWORKS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) STATE OF DELAWARE 000-22043 84-1234845 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF INCORPORATION) IDENTIFICATION NO.) --------------------- 6550 GREENWOOD PLAZA BLVD., ENGLEWOOD, CO 80111 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (303) 694-3933 (TELEPHONE NUMBER, INCLUDING AREA CODE) --------------------- 2 ITEM 5. OTHER EVENTS. On February 20, 2001, Sybase, Inc. ("Sybase") issued a press release (attached hereto as Exhibit 99.1) announcing that it had signed an Agreement and Plan of Reorganization (the "Reorganization Agreement" attached hereto as Exhibit 2.1) by and among Sybase, Neel Acquisition Corp. ("Neel"), a wholly owned subsidiary of Sybase and New Era of Networks, Inc. ("NEON"). Under the terms of the Reorganization Agreement, Neel will commence an exchange offer (the "Offer") to exchange 0.3878 shares of common stock, par value $0.001 per share, of Sybase (the "Sybase Common Stock"), for each outstanding share of common stock, par value $0.0001 per share, of NEON (the "NEON Common Stock"). Holders of NEON Common Stock tendering their shares in the Offer will receive cash in lieu of any fractional shares of Sybase Common Stock to which they would otherwise be entitled. The consummation of the Offer is subject to, among other things, at least a majority of shares of NEON Common Stock, determined on a fully diluted basis, being validly tendered and not withdrawn prior to the expiration of the Offer. Pursuant to the Reorganization Agreement, following the completion of the Offer and the satisfaction or waiver of certain other conditions, Neel will be merged with and into NEON (the "Merger") with NEON being the surviving corporation. In the Merger, each outstanding share of NEON Common Stock (other than shares held by Sybase and Neel and by stockholders who perfect appraisal rights under Delware law, which will be available if Sybase acquires ninety percent (90%) or more of the outstanding shares of NEON Common Stock in the Offer) will be converted into the right to receive the same consideration as paid to those stockholders who tendered their NEON Common Stock in the Offer. Concurrently with the execution of the Reorganization Agreement, certain stockholders of NEON, including all members of NEON's Board of Directors and senior members of NEON's management (the "Stockholders"), entered into Company Stockholder Agreements with Sybase pursuant to which each Stockholder agreed, among other things, to tender for exchange all of such Stockholder's shares of NEON Common Stock in the Offer and to vote all of such shares in favor of the approval and adoption of the Reorganization Agreement. A form of the Company Stockholder Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. Date: February 28, 2001 New Era of Networks, Inc. By: /s/ Stephen E. Webb -------------------------------- Name: Stephen E. Webb Title: Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS

NEW ERA OF NETWORKS INC 8-K