As filed with the Securities and Exchange Commission on November 9, 2007
Registration No. 333-101323
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUN MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-2805249 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4150 Network Circle
Santa Clara, California 95054
(650) 960-1300
(Address and telephone number of Registrant’s principal executive offices)
Jonathan I. Schwartz
Chief Executive Officer
Sun Microsystems, Inc.
4150 Network Circle
Santa Clara, California 95054
(650) 960-1300
(Name, address and telephone number of agent for service)
SUN MICROSYSTEMS, INC.
1990 LONG TERM EQUITY INCENTIVE PLAN
(Full title of the plan)
Copy of communications to:
William L. Neff, Esq.
Hogan & Hartson LLP
Columbia Square
555 Thirteenth Street, N.W.
Washington, DC 20004-1109
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 Registration No. 333-101323 (the “Registration Statement”), is being filed to deregister certain shares of common stock, par value $0.00067 per share (the “Common Stock”), of Sun Microsystems, Inc. (the “Company”) that were registered for issuance pursuant to the Sun Microsystems, Inc. 1990 Long Term Equity Incentive Plan (the “1990 Plan”). The Company registered an aggregate of 1,287,475,000 shares (share number adjusted to reflect stock splits) of Common Stock for issuance under the 1990 Plan pursuant to eight registration statements on Form S-8 filed with the Securities and Exchange Commission on December 14, 1990 (Registration No. 33-38220), November 23, 1994 (Registration No. 33-56577), March 6, 1996 (Registration No. 333-01459), November 12, 1998 (Registration No. 333-67183), November 12, 1999 (Registration No. 333-90907), November 13, 2000 (Registration No. 333-49788), November 13, 2001 (Registration No. 333-73218) and November 20, 2002 (Registration No. 333-101323). The Company has adopted a new equity-based plan, the 2007 Omnibus Incentive Plan (the “2007 Plan”), which provides that the shares of Common Stock that are available for future awards under the 1990 Plan may be transferred and reserved for issuance under the 2007 Plan. A total of 275,348,531 shares of Common Stock were available for future awards under the 1990 Plan as of November 8, 2007.
Accordingly, pursuant to General Instruction E to Form S–8, this Post-Effective Amendment No. 1 is being filed to deregister 275,348,531 shares of Common Stock previously registered for issuance under the 1990 Plan and to move those shares to a new Form S–8 Registration Statement (No. 333–_______) filed by the Company for shares issuable under the 2007 Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Post-Effective Amendment No. 1 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Santa Clara, state of California on the November 9, 2007.
| SUN MICROSYSTEMS, INC. | ||
| By: | /s/ Michael E. Lehman | |
| Michael E. Lehman | ||
| Chief Financial Officer and | ||
| Executive Vice President, | ||
| Corporate Resources | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Scott G. McNealy (Scott G. McNealy) |
Chairman of the Board of Directors | November 9, 2007 | ||
| /s/ Jonathan I. Schwartz (Jonathan I. Schwartz) |
Chief Executive Officer, President and Director (Principal Executive Officer) |
November 9, 2007 | ||
| /s/ Michael E. Lehman (Michael E. Lehman) |
Chief Financial Officer and Executive Vice President, Corporate Resources (Principal Financial Officer) | November 9, 2007 | ||
| /s/ V. Kalyani Chatterjee (V. Kalyani Chatterjee) |
Vice President and Corporate Controller (Principal Accounting Officer) |
November 9, 2007 | ||
| /s/ James L. Barksdale (James L. Barksdale) |
Director | November 9, 2007 | ||
| /s/ Stephen M. Bennett (Stephen M. Bennett) |
Director | November 9, 2007 | ||
| /s/ Peter L.S. Currie (Peter L.S. Currie) |
Director | November 9, 2007 | ||
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| /s/ Robert J. Finocchio, Jr. (Robert J. Finocchio, Jr.) |
Director | November 9, 2007 | ||
| /s/ Michael E. Marks (Michael E. Marks) |
Director | November 9, 2007 | ||
|
(Patricia E. Mitchell) |
Director | |||
| /s/ M. Kenneth Oshman (M. Kenneth Oshman) |
Director | November 9, 2007 | ||
| /s/ P. Anthony Ridder (P. Anthony Ridder) |
Director | November 9, 2007 | ||
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