Post Effective Amendment No. 2 to Form S-8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

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  

4150 Network Circle

Santa Clara, CA 95054

(650) 960-1300

  94-2805249

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Address of Principal

Executive Offices)

 

(I.R.S. Employer

Identification Number)

Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan

(Full Title of the Plan)

Dorian Daley

Sun Microsystems, Inc.

4150 Network Circle

Santa Clara, California 95054

(650) 960-1300

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

Copy To:

John M. Newell, Esq.

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, California 94111

(415) 391-0600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 


DEREGISTRATION OF COMMON STOCK

On August 29, 1997, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-34651 (the “Registration Statement”), for the deferred compensation obligations of the Registrant in the amount of $20,000,000 under the Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan.

On January 26, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 19, 2009, by and among the Registrant, Oracle Corporation and Soda Acquisition Corporation, a wholly-owned subsidiary of Oracle Corporation, Soda Acquisition Corporation merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the deferred compensation obligations registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the deferred compensation obligations registered but unsold under the Registration Statement.


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 this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 29th day of January, 2010.

 

SUN MICROSYSTEMS, INC.
By:   /s/    DORIAN DALEY        
Name:   Dorian Daley
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

  

TITLE

 

DATE

/s/    DORIAN DALEY        

Dorian Daley

  

President and Chief Executive Officer

(Principal Executive Officer)

  January 29, 2010

/s/    JEFF EPSTEIN        

Jeff Epstein

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  January 29, 2010

/s/    BRADY MICKELSEN        

Brady Mickelsen

  

Director

  January 29, 2010