As filed with the Securities and Exchange Commission on September 30, 2002
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUN MICROSYSTEMS, INC.
| Delaware (State of Incorporation) |
94-2805249 (I.R.S. Employer Identification Number) |
4150 Network Circle
Santa Clara, California 95054
(650) 960-1300
(Address and telephone number of Registrant’s principal executive offices)
Sun Microsystems, Inc.
Equity Compensation Acquisition Plan
(Full Title of the Plan)
Scott G. McNealy
President and 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)
COPY TO:
Katharine A. Martin, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
| Proposed | ||||||||||||||||
| Amount | Proposed Maximum | Maximum | ||||||||||||||
| to be | Offering Price | Aggregate | Amount of | |||||||||||||
| Title of Securities to be Registered | Registered | Per Share(1) | Offering Price | Registration Fee | ||||||||||||
Common Stock, par value $0.00067
per share, issuable pursuant to the
Equity
Compensation Acquisition Plan |
15,000,000 shares | $ | 2.80 | $ | 42,000,000 | $ | 3,864 | |||||||||
| (1) | The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee. The average of the high and the low price per share on September 25, 2002 was $2.80. |
| PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 4.1 | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 23.2 | ||||||||
The contents of the Registrant’s Forms S-8 Registration Statements, Registration No. 333-09867, 333-34543, 333-67183, 333-48080 and 333-56358 dated August 9, 1996, August 28, 1997, November 12, 1998, October 17, 2000 and February 28, 2001, respectively, relating to the Equity Compensation Acquisition Plan are incorporated herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit | ||
| Number | Documents | |
| 4.1 | Equity Compensation Acquisition Plan, as amended | |
| 5.1 | Opinion of Counsel as to legality of securities being registered | |
| 23.1 | Consent of Counsel (Contained in Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP, Independent Auditors |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, Sun Microsystems, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 this 30th day of September 2002.
| SUN MICROSYSTEMS, INC. |
| By: | /s/ Stephen T. McGowan | |||
| Stephen T.
McGowan Chief Financial Officer and Executive Vice President, Corporate Resources |
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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, President and Chief Executive Officer | September 30, 2002 | ||
| /s/ Stephen T. McGowan
Stephen T. McGowan |
Chief Financial Officer and Executive Vice President, Corporate Resources (Principal Financial Officer) | September 30, 2002 | ||
| /s/ Michael L. Popov
Michael L. Popov |
Vice President and Corporate Controller (Principal Accounting Officer) | September 30, 2002 | ||
| /s/ James L. Barksdale
James L. Barksdale |
Director | September 30, 2002 | ||
| /s/ L. John Doerr
L. John Doerr |
Director | September 30, 2002 | ||
| /s/ Judith L. Estrin
Judith L. Estrin |
Director | September 30, 2002 | ||
| /s/ Robert J. Fisher
Robert J. Fisher |
Director | September 30, 2002 | ||
| /s/ Robert L. Long
Robert L. Long |
Director | September 30, 2002 | ||
| M. Kenneth Oshman |
Director | September 30, 2002 | ||
| /s/ Naomi O. Seligman
Naomi O. Seligman |
Director | September 30, 2002 |
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SUN MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 4.1 | Equity Compensation Acquisition Plan, as amended | |
| 5.1 | Opinion of Counsel as to legality of securities being registered | |
| 23.1 | Consent of Counsel (Contained in Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP, Independent Auditors |
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