8-K

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                       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 6, 1994
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               Date of Report (Date of earliest event reported):
 
                             SUN MICROSYSTEMS, INC.
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             (Exact name of registrant as specified in its charter)
 
                                                        
           Delaware                        0-15086                      94-2805249
 (State or other jurisdiction            (Commission                   (IRS Employer
       of incorporation)                File Number)              Identification Number)
        2550 Garcia Avenue, Mountain View, California                      94043
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           (Address of principal executive offices)                     (Zip Code)


 
Registrant's telephone number, including area code:                        (415)
960-1300
 
       N/A
(Former name or former address, if changed since last report)
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ITEM 5.  OTHER EVENTS
 
     On April 6, 1994 the Registrant gave public notice via a press release
announcing that its net income for the quarter ended March 27, 1994 was $57.5
million, compared with $51.7 million in the third fiscal quarter a year ago. In
addition, Sun announced its earnings per share for the quarter were $0.60,
compared with $0.47 in the year-ago period, and revenues for the quarter were
$1.196 billion, compared with $1.141 billion in the third quarter of fiscal
1993. The entire text of the press release issued by the Registrant is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
 
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
 
     (c) Exhibits
 
          99.1  Text of Press Release dated April 6, 1994.
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                                   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: April 6, 1994               SUN MICROSYSTEMS, INC.
 
                                  By:   /s/  MICHAEL H. MORRIS
                                  ----------------------------------------------
                                         Michael H. Morris
                                         Vice President,
                                         General Counsel and Secretary
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                               INDEX TO EXHIBITS
 


Exhibit
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 99.1       Text of Press Release dated April 6, 1994.

EX-99.1

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                                                                    EXHIBIT 99.1
 
FOR IMMEDIATE RELEASE                       FOR MORE INFORMATION:
 
                                            Investor contact:
                                            Richard H. Van Hoesen  (415)
                                            336-0117
 
                                            Press contact:
                                            Chuck Mulloy  (415) 336-6424
 
                SUN MICROSYSTEMS REPORTS THIRD QUARTER EARNINGS
 
     MOUNTAIN VIEW, California -- April 6, 1994 -- Sun Microsystems, Inc.,
(NASDAQ: SUNW) today announced that net income for the quarter ended March 27,
1994, was $57.5 million, compared with $51.7 million in the third fiscal quarter
a year ago. Earnings per share for the quarter were $0.60, compared with $0.47
in the year-ago period. Revenues for the quarter were $1.196 billion, compared
with $1.141 billion in the third quarter of fiscal 1993.
 
     Michael E. Lehman, Vice President and Chief Financial Officer, said, "As we
reported last week, we believe our revenue growth was to some extent affected by
the recent product introductions as some customers elected to wait for the new
products. As a result, total revenues grew less than five percent. However, the
effect of the product announcements appeared to be most pronounced in the
low-end of the desktop product line. As a result, we shipped a higher proportion
of more richly configured systems compared to the prior-year period. The richer
product mix resulted in a gross margin percentage of 42.8 percent, the highest
in the last six quarters, and earnings per share grew 28 percent over the prior
year period."
 
     Sun will be reporting the details of the results of the quarter, including
an income statement and balance sheet, on April 12.
 
                            ------------------------
 
Sun Microsystems, Inc., is an integrated portfolio of businesses that supply
distributed computing technologies, products and services. Its innovative open
client-server computing solutions include networked workstations and
multi-processing servers, operating system software, silicon designs and other
value-added technologies. Founded in 1982, Sun is a Fortune 120 company
headquartered in Mountain View, California.