The easiest way to do this is with DBArtisan; however, that's an expensive tool and if you're asking this question you probably don't have it. One method would be to get Ed Barlowe's suite of extended stored procedures for sybase (at
http://www.edbarlow.com/), install them on your Sybase server and then use that to extract your DDL and stored procedures. You'll need to make some manual modifications to most SQL, but it should be fairly minor.
For copying your data the easiest method would be with BCP. Install Sybase Open Client and MS SQL's client libraries on the same machine. Rename Sybase's BCP to SYBCP or something like that so you know which BCP program you're running (since they will both be in your path; Sybase BCP won't talk to MS & vice versa). Then BCP out all your tables in character mode using SYBCP and after creating the tables in SQL Server, BCP them in using MS BCP. If your tables are very large it's recommended that you do this on the server where SQL server is running, so you don't need to use extra network bandwidth to BCP the data in.