As filed with the Securities and Exchange Commission on February 3, 2003
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
SUN MICROSYSTEMS, INC.
| DELAWARE | 94-2805249 | |
| (State of Incorporation) |
(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.
1989 French Stock Option Plan
(Full Title of the Plan)
_____________________________________
Scott G. McNealy
President, Chief Executive Officer
and Chairman of the Board
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 | Amount of | |||||||||||||
| to be | Offering Price | Aggregate | Registration | |||||||||||||
| Title of Securities to be Registered | Registered | Per Share | Offering Price | Fee | ||||||||||||
| Common Stock, par value $0.00067 per share, issuable pursuant to the 1989 French Stock Option Plan | 480,000 shares | $ | 3.33 | $ | 1,598,400.00 | $ | 148.00 | |||||||||
| (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 January 28, 2003 was $3.33. |
| PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 4.1 | ||||||||
| EXHIBIT 5.1 | ||||||||
| EXHIBIT 15.1 | ||||||||
| EXHIBIT 23.2 | ||||||||
The contents of the Registrant’s Forms S-8 Registration Statements, Registration No.’s 33-28505, 33-51129 and 333-15179, dated May 1, 1989, November 22, 1993 and October 31, 1996, respectively, relating to the 1989 French Stock Option Plan are incorporated herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
| Exhibit | ||
| Number | Documents | |
| 4.1 | 1989 French Stock Option Plan, as amended | |
| 5.1 | Opinion of Counsel as to legality of securities being registered | |
| 15.1 | Letter re: Unaudited Interim Financial Information | |
| 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 31st day of January 2003.
| 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 (Principal Executive Officer) |
January 31, 2003 | ||
| /s/ Stephen T. McGowan Stephen T. McGowan |
Chief Financial Officer and Executive Vice President, Corporate Resources (Principal Financial Officer) |
January 31, 2003 | ||
| /s/ Kenneth A. Barker Kenneth A. Barker |
Vice President and Corporate Controller (Principal Accounting Officer) |
January 31, 2003 | ||
| /s/ James L. Barksdale James L. Barksdale |
Director | January 31, 2003 | ||
| /s/ L. John Doerr L. John Doerr |
Director | January 31, 2003 | ||
| /s/ Judith L. Estrin Judith L. Estrin |
Director | January 31, 2003 | ||
| /s/ Robert J. Fisher Robert J. Fisher |
Director | January 31, 2003 | ||
| /s/ Michael E. Lehman Michael E. Lehman |
Director | January 31, 2003 | ||
| /s/ Robert L. Long Robert L. Long |
Director | January 31, 2003 | ||
| /s/ M. Kenneth Oshman M. Kenneth Oshman |
Director | January 31, 2003 | ||
| /s/ Naomi O. Seligman Naomi O. Seligman |
Director | January 31, 2003 | ||
| /s/ Lynn E. Turner Lynn E. Turner |
Director | January 31, 2003 | ||
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SUN MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Description | |
| 4.1 | 1989 French Stock Option Plan, as amended | |
| 5.1 | Opinion of Counsel as to legality of securities being registered | |
| 15.1 | Letter re: Unaudited Interim Financial Information | |
| 23.1 | Consent of Counsel (Contained in Exhibit 5.1) | |
| 23.2 | Consent of Ernst & Young LLP, Independent Auditors |
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