8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

April 25, 2002

Date of Report (Date of earliest event reported):

SUN MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-15086	94-2805249
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

901 San Antonio Road, Palo Alto, California	94303
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 960-1300

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events

     On April 25, 2002, the Company issued the press release attached hereto as Exhibit 99.1 reporting that Michael E. Lehman, Executive Vice President of Corporate Resources and Chief Financial Officer has decided to retire from his full-time duties and announcing that Steve McGowan has been appointed Executive Vice President of Corporate Resources and Chief Financial Officer, effective July 1, 2002.

     On May 1, 2002, the Company issued the press release attached hereto as Exhibit 99.2 reporting that Edward J. Zander, President and Chief Operating Officer has decided to retire from his full-time duties and announcing that Scott G. McNealy, the Company’s Chairman of the Board and Chief Executive Officer will take on the duties of Chairman of the Board, Chief Executive Officer and President, effective July 1, 2002.

Item 7. Financial Statements and Exhibits

(c)	Exhibits
	99.1   Press release dated April 25, 2002.
	99.2   Press release dated May 1, 2002.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 3, 2002	SUN MICROSYSTEMS, INC.
	By:	/s/ John D. Croll
		John D. Croll Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit
99.1	Press Release dated April 25, 2002.
99.2	Press Release dated May 1, 2002.

EX-99.1 3 f81293ex99-1.txt EXHIBIT 99.1 Exibit 99.1 FOR IMMEDIATE RELEASE For More Information Media Contact: Penny Bruce Sun Microsystems, Inc. 650-786-7220 penelope.bruce@sun.com Investor Relations Contact: Mark Paisley Sun Microsystems, Inc. 650-336-2238 mark.paisley@sun.com SUN MICROSYSTEMS APPOINTS STEVE MCGOWAN CHIEF FINANCIAL OFFICER & EXECUTIVE VICE PRESIDENT OF CORPORATE RESOURCES Michael Lehman To Retire After 15 Years Service To Sun SANTA CLARA, Calif., -- April 25, 2002 -- Sun Microsystems, Inc. (Nasdaq: SUNW), a leader in systems and solutions that make the Net Work, today announced that Michael Lehman, 51, executive vice president of corporate resources, chief financial officer, and corporate executive officer, has decided to retire from full-time duties after nearly 15 years of service with Sun. The company is pleased to announce that Steve McGowan, 53, vice president of finance, planning and administration for Global Sales Operations, will succeed Lehman in his current role as executive vice president of corporate resources and chief financial officer. "Over the past 15 years, Mike has played an instrumental role in guiding Sun to the forefront of our industry," said Scott McNealy, chairman and chief executive officer, Sun Microsystems, Inc. "Throughout his career, Mike has done far more than manage operations and finance effectively. He has made it both his personal mission and that of Sun to stand out from our competition through high-integrity financial practices and easy-to-understand reporting." Lehman will continue in his current role and oversee the transition until July 1, 2002, at which time he will retire from full-time duties. Lehman will then undertake part-time teaching and mentoring assignments with Sun's leaders and businesses. "Mike's commitment to succession planning and leadership development means we have the right leader in Steve and that his impact will be felt for years to come," added McNealy. During his career at Sun, Lehman has overseen Sun's finance, legal, real estate, and information resources functions as well as Sun's corporate planning and strategy group and its public policy efforts. Previously, Lehman served as vice president and corporate controller of Sun, where he was responsible for the preparation of the company's public financial information, overseeing Sun's financial staff, and coordinating the company's outlook and budgeting processes. Before this, Lehman was the director of finance and administration for Sun's Asian subsidiaries based in Hong Kong. McGowan, who joined Sun in 1992, brings more than 25 years of finance experience in the computer industry to his new position. Most recently, McGowan has served as vice president of finance, planning & administration for Global Sales Operations, reporting to both Lehman and Masood Jabbar, executive vice president, Global Sales Operations. In this position, McGowan has been responsible for the fiduciary and planning functions for Global Sales Operations worldwide, managing finance, IT, workplace resources, leasing, and Sun's demand/supply function. Before this, McGowan led the worldwide finance and planning functions for the Computer Systems, Network Storage, and Network Service Provider organizations. McGowan will now report directly to McNealy. About Sun Microsystems, Inc. Since its inception in 1982, a singular vision -- "The Network Is The Computer[tm]" -- has propelled Sun Microsystems, Inc. (Nasdaq: SUNW) to its position as a leading provider of industrial-strength hardware, software and services that make the Net work. Sun can be found in more than 170 countries and on the World Wide Web at http://sun.com. ### 2002 Sun Microsystems, Inc. All rights reserved. Sun, Sun Microsystems, the Sun Logo, and The Network Is The Computer are trademarks or registered trademarks of Sun Microsystems, Inc. in the United States and other countries. All SPARC trademarks are used under license and are trademarks or registered trademarks of SPARC International, Inc. in the United States and other countries. Products bearing SPARC trademarks are based upon an architecture developed by Sun Microsystems, Inc. This news release contains projections and other forward looking statements regarding future results and the future performance of Sun Microsystems, Inc., including Sun's statement that Sun has the right leadership in Steve and that his impact will be felt for years to come. These statements are just predictions and involve risks and uncertainties such that actual results and performance may differ materially. Factors that might cause such a difference include risks associated with increased competition, continued adverse changes in general global economic conditions and the lack of ability to successfully retain and motivate key employees, including Steve McGowan. These and other risks are detailed from time to time in Sun's periodic reports that are filed with the Securities and Exchange Commission, including Sun's annual report on Form 10-K for the fiscal year ended June 30, 2001 and its quarterly report on Form 10-Q for the fiscal quarters ended September 30, 2001 and December 30, 2001. ### EX-99.2 4 f81293ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE For More Information Media Contact: Penny Bruce Sun Microsystems, Inc. 650-786-7220 penelope.bruce@sun.com Industry Analyst Contact: Karen Zamel Sun Microsystems, Inc. 510-936-2388 karen.zamel@sun.com Investor Relations Contact: Mark Paisley Sun Microsystems, Inc. 650-336-2238 mark.paisley@sun.com SUN ANNOUNCES ZANDER TO RETIRE FROM FULL-TIME DUTIES THIS SUMMER Scott McNealy to Reassume Title of President SANTA CLARA, Calif., -- May 1, 2002 -- Sun Microsystems, Inc. (Nasdaq: SUNW), a leader in systems and solutions that make the net work, today announced that after more than 15 years of service to Sun, Edward Zander, 55, president and chief operating officer, has decided to retire from his full-time duties with Sun. Zander will remain in his position through the end of Sun's fiscal year. Effective July 1, 2002, Zander will hand over his full-time duties to Scott McNealy. He will then assist McNealy with the transition and begin a teaching and mentoring role at Sun for the balance of the calendar year. "Over the last 15 years, Ed has worked tirelessly to lead Sun through several transformations and to the forefront of the computer industry," said Scott McNealy chairman and chief executive officer, Sun Microsystems, Inc. "We are a leader in our industry today in large part because of Ed's contributions. I want to thank Ed for his unparalleled commitment to our customers, shareholders and employees." "Most importantly, he will leave Sun having developed an incredibly capable and broad team that has the same keen understanding of customers, execution and leadership. BusinessWeek once described him as 'one of the most feared, respected and well-liked executives in computerdom who has transformed Sun into the leading producer of high- power computers.' He leaves behind a significant legacy that will be felt for years to come. Any company should be so lucky as to have a COO like Ed," McNealy added. "I am proud of all that we have achieved at Sun," said Zander. "This is a decision I have considered carefully over the past year. As we are marching down the path back to profitability, and have, for the most part completed our massive product and customer engagement transitions, I believe I have accomplished what I set out to do. From a products, marketshare and strategy perspective, Sun is in a stronger position than it has been for many years. I am leaving Sun on a high note and in the hands of a new generation of leaders that are the result of years of leadership development and succession planning." The company does not intend to name a replacement for Zander. Chairman and CEO Scott McNealy will reassume the title of president effective July 1. "Ed, as a contributor and cultural icon at Sun, is clearly irreplaceable. Looking ahead, our business structure has changed, evolving from a portfolio of companies to a single, integrated organization," added McNealy. After July 1, Zander's direct reports will report to McNealy. Zander will provide additional counsel and assist with the transition through calendar year 2002. As president and chief operating officer, Zander has been responsible for executing Sun's global vision of being one of the largest suppliers of products, technologies and services for making the net work. Zander has run the company's day-to-day business operations, including System Products, Storage Products, Software Products and Platforms, Enterprise Services, iPlanet E-Commerce Solutions, Global Sales Operations, worldwide manufacturing and purchasing, research and development, including the Office of the CTO, customer advocacy, and worldwide marketing. Prior to being named chief operating officer, Zander was the president of Sun's multibillion dollar computer systems business. He also has held numerous other management positions at the company, including president of Sun's software division and vice president of corporate marketing. Zander has more than 30 years of experience in the computer industry. Prior to Sun, he held management positions at Apollo, Data General and Raytheon. About Sun Microsystems, Inc. Since its inception in 1982, a singular vision -- "The Network Is The Computer[tm]" -- has propelled Sun Microsystems, Inc. (Nasdaq: SUNW) to its position as a leading provider of industrial-strength hardware, software and services that make the Net work. Sun can be found in more than 170 countries and on the World Wide Web at http://sun.com. ### 2002 Sun Microsystems, Inc. All rights reserved. Sun, Sun Microsystems, the Sun Logo, and The Network Is The Computer are trademarks or registered trademarks of Sun Microsystems, Inc. in the United States and other countries. All SPARC trademarks are used under license and are trademarks or registered trademarks of SPARC International, Inc. in the United States and other countries. Products bearing SPARC trademarks are based upon an architecture developed by Sun Microsystems, Inc. This news release contains projections and other forward looking statements regarding future results and the future performance of Sun Microsystems, Inc. These statements, including the statement that Ed Zander's legacy will be felt for many years to come, are just predictions and involve risks and uncertainties such that actual results and performance may differ materially. Factors that might cause such a difference include risks associated with increased competition, continued adverse changes in general global economic conditions, and the lack of ability to successfully hire, retain, and motivate key employees. These and other risks are detailed from time to time in Sun's periodic reports that are filed with the Securities and Exchange Commission, including Sun's annual report on Form 10-K for the fiscal year ended June 30, 2001 and its quarterly report on Form 10-Q for the fiscal quarters ended September 30, 2001 and December 30, 2001. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                   Exibit 99.1


FOR IMMEDIATE RELEASE


For More Information                   Media Contact:
                                       Penny Bruce
                                       Sun Microsystems, Inc.
                                       650-786-7220
                                       penelope.bruce@sun.com


                                       Investor Relations Contact:
                                       Mark Paisley
                                       Sun Microsystems, Inc.
                                       650-336-2238
                                       mark.paisley@sun.com


        SUN MICROSYSTEMS APPOINTS STEVE MCGOWAN CHIEF FINANCIAL OFFICER &
                 EXECUTIVE VICE PRESIDENT OF CORPORATE RESOURCES


Michael Lehman To Retire After 15 Years Service To Sun


SANTA CLARA, Calif., -- April 25, 2002 -- Sun Microsystems, Inc. (Nasdaq: SUNW),
a leader in systems and solutions that make the Net Work, today announced that
Michael Lehman, 51, executive vice president of corporate resources, chief
financial officer, and corporate executive officer, has decided to retire from
full-time duties after nearly 15 years of service with Sun. The company is
pleased to announce that Steve McGowan, 53, vice president of finance, planning
and administration for Global Sales Operations, will succeed Lehman in his
current role as executive vice president of corporate resources and chief
financial officer.


"Over the past 15 years, Mike has played an instrumental role in guiding Sun to
the forefront of our industry," said Scott McNealy, chairman and chief executive
officer, Sun Microsystems, Inc. "Throughout his career, Mike has done far more
than manage operations and finance effectively. He has made it both his personal
mission and that of Sun to stand out from our competition through high-integrity




financial practices and easy-to-understand reporting."

Lehman will continue in his current role and oversee the transition until July
1, 2002, at which time he will retire from full-time duties. Lehman will then
undertake part-time teaching and mentoring assignments with Sun's leaders and
businesses. "Mike's commitment to succession planning and leadership development
means we have the right leader in Steve and that his impact will be felt for
years to come," added McNealy.

During his career at Sun, Lehman has overseen Sun's finance, legal, real estate,
and information resources functions as well as Sun's corporate planning and
strategy group and its public policy efforts. Previously, Lehman served as vice
president and corporate controller of Sun, where he was responsible for the
preparation of the company's public financial information, overseeing Sun's
financial staff, and coordinating the company's outlook and budgeting processes.
Before this, Lehman was the director of finance and administration for Sun's
Asian subsidiaries based in Hong Kong.

McGowan, who joined Sun in 1992, brings more than 25 years of finance experience
in the computer industry to his new position. Most recently, McGowan has served
as vice president of finance, planning & administration for Global Sales
Operations, reporting to both Lehman and Masood Jabbar, executive vice
president, Global Sales Operations. In this position, McGowan has been
responsible for the fiduciary and planning functions for Global Sales Operations
worldwide, managing finance, IT, workplace resources, leasing, and Sun's
demand/supply function. Before this, McGowan led the worldwide finance and
planning functions for the Computer Systems, Network Storage, and Network
Service Provider organizations. McGowan will now report directly to McNealy.

About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is The
Computer[tm]" -- has propelled Sun Microsystems, Inc. (Nasdaq: SUNW) to its
position as a leading provider of industrial-strength hardware, software and
services that make the Net work. Sun can be found in more than 170 countries and
on the World Wide Web at http://sun.com.

                                       ###

2002 Sun Microsystems, Inc.  All rights reserved.  Sun, Sun


Microsystems, the Sun Logo, and The Network Is The Computer are trademarks or
registered trademarks of Sun Microsystems, Inc. in the United States and other
countries. All SPARC trademarks are used under license and are trademarks or
registered trademarks of SPARC International, Inc. in the United States and
other countries. Products bearing SPARC trademarks are based upon an
architecture developed by Sun Microsystems, Inc.

This news release contains projections and other forward looking statements
regarding future results and the future performance of Sun Microsystems, Inc.,
including Sun's statement that Sun has the right leadership in Steve and that
his impact will be felt for years to come. These statements are just predictions
and involve risks and uncertainties such that actual results and performance may
differ materially. Factors that might cause such a difference include risks
associated with increased competition, continued adverse changes in general
global economic conditions and the lack of ability to successfully retain and
motivate key employees, including Steve McGowan. These and other risks are
detailed from time to time in Sun's periodic reports that are filed with the
Securities and Exchange Commission, including Sun's annual report on Form 10-K
for the fiscal year ended June 30, 2001 and its quarterly report on Form 10-Q
for the fiscal quarters ended September 30, 2001 and December 30, 2001.


                                       ###

EX-99.2

                                  Exhibit 99.2


FOR IMMEDIATE RELEASE

                                 For More Information
Media Contact:
                                 Penny Bruce
                                 Sun Microsystems, Inc.
                                 650-786-7220
                                 penelope.bruce@sun.com


                                 Industry Analyst Contact:
                                 Karen Zamel
                                 Sun Microsystems, Inc.
                                 510-936-2388
                                 karen.zamel@sun.com

                                 Investor Relations Contact:
                                 Mark Paisley
                                 Sun Microsystems, Inc.
                                 650-336-2238
                                 mark.paisley@sun.com


SUN ANNOUNCES ZANDER TO RETIRE FROM FULL-TIME DUTIES THIS SUMMER


Scott McNealy to Reassume Title of President


SANTA CLARA, Calif., -- May 1, 2002 -- Sun Microsystems, Inc. (Nasdaq: SUNW), a
leader in systems and solutions that make the net work, today announced that
after more than 15 years of service to Sun, Edward Zander, 55, president and
chief operating officer, has decided to retire from his full-time duties with
Sun. Zander will remain in his position through the end of Sun's fiscal year.
Effective July 1, 2002, Zander will hand over his full-time duties to Scott
McNealy. He will then assist McNealy with the transition and begin a teaching
and mentoring role at Sun for the balance of the calendar year.

"Over the last 15 years, Ed has worked tirelessly to lead Sun through several
transformations and to the forefront of the computer industry," said Scott
McNealy chairman and chief executive officer, Sun Microsystems, Inc. "We are a
leader in our industry today in large part because of Ed's contributions. I want
to thank Ed for his unparalleled


commitment to our customers, shareholders and employees."

"Most importantly, he will leave Sun having developed an incredibly capable and
broad team that has the same keen understanding of customers, execution and
leadership. BusinessWeek once described him as 'one of the most feared,
respected and well-liked executives in computerdom who has transformed Sun into
the leading producer of high- power computers.' He leaves behind a significant
legacy that will be felt for years to come. Any company should be so lucky as to
have a COO like Ed," McNealy added.

"I am proud of all that we have achieved at Sun," said Zander. "This is a
decision I have considered carefully over the past year. As we are marching down
the path back to profitability, and have, for the most part completed our
massive product and customer engagement transitions, I believe I have
accomplished what I set out to do. From a products, marketshare and strategy
perspective, Sun is in a stronger position than it has been for many years. I am
leaving Sun on a high note and in the hands of a new generation of leaders that
are the result of years of leadership development and succession planning."

The company does not intend to name a replacement for Zander. Chairman and CEO
Scott McNealy will reassume the title of president effective July 1. "Ed, as a
contributor and cultural icon at Sun, is clearly irreplaceable. Looking ahead,
our business structure has changed, evolving from a portfolio of companies to a
single, integrated organization," added McNealy. After July 1, Zander's direct
reports will report to McNealy. Zander will provide additional counsel and
assist with the transition through calendar year 2002.

As president and chief operating officer, Zander has been responsible for
executing Sun's global vision of being one of the largest suppliers of products,
technologies and services for making the net work. Zander has run the company's
day-to-day business operations, including System Products, Storage Products,
Software Products and Platforms, Enterprise Services, iPlanet E-Commerce
Solutions, Global Sales Operations, worldwide manufacturing and purchasing,
research and development, including the Office of the CTO, customer advocacy,
and worldwide marketing.

Prior to being named chief operating officer, Zander was the president of Sun's
multibillion dollar computer systems business. He also has held numerous other
management positions at the company, including president of Sun's software
division and vice president of corporate


marketing.

Zander has more than 30 years of experience in the computer industry. Prior to
Sun, he held management positions at Apollo, Data General and Raytheon.

About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is The
Computer[tm]" -- has propelled Sun Microsystems, Inc. (Nasdaq: SUNW) to its
position as a leading provider of industrial-strength hardware, software and
services that make the Net work. Sun can be found in more than 170 countries and
on the World Wide Web at http://sun.com.

                                       ###

2002 Sun Microsystems, Inc. All rights reserved. Sun, Sun Microsystems, the Sun
Logo, and The Network Is The Computer are trademarks or registered trademarks of
Sun Microsystems, Inc. in the United States and other countries. All SPARC
trademarks are used under license and are trademarks or registered trademarks of
SPARC International, Inc. in the United States and other countries. Products
bearing SPARC trademarks are based upon an architecture developed by Sun
Microsystems, Inc.


This news release contains projections and other forward looking statements
regarding future results and the future performance of Sun Microsystems, Inc.
These statements, including the statement that Ed Zander's legacy will be felt
for many years to come, are just predictions and involve risks and uncertainties
such that actual results and performance may differ materially. Factors that
might cause such a difference include risks associated with increased
competition, continued adverse changes in general global economic conditions,
and the lack of ability to successfully hire, retain, and motivate key
employees. These and other risks are detailed from time to time in Sun's
periodic reports that are filed with the Securities and Exchange Commission,
including Sun's annual report on Form 10-K for the fiscal year ended June 30,
2001 and its quarterly report on Form 10-Q for the fiscal quarters ended
September 30, 2001 and December 30, 2001.