-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TufXDYxdfh8xkL2esgcnqr4LdbX/JQppZVwJFne2dpfxAqwu1Lv3ImqvcriVx+VR UVqykduiVIWHME9vK+ypgA== 0000950005-95-000272.txt : 19951108 0000950005-95-000272.hdr.sgml : 19951108 ACCESSION NUMBER: 0000950005-95-000272 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951106 ITEM INFORMATION: Other events FILED AS OF DATE: 19951107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN MICROSYSTEMS INC CENTRAL INDEX KEY: 0000709519 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 942805249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15086 FILM NUMBER: 95587817 BUSINESS ADDRESS: STREET 1: 2550 GARCIA AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1100 BUSINESS PHONE: 4159601300 MAIL ADDRESS: STREET 1: 2550 GARCIA AVENUE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-1100 8-K 1 FORM 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 November 6, 1995 -------------------------------------------------------- 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 (Commission (IRS Employer of incorporation) File Number) Identification No.) 2550 Garcia Avenue, Mountain View, California 94043 - ------------------------------------------------------------------------------- (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) Item 5. Other Events On November 2, 1995, the Board of Directors of Sun Microsystems, Inc. approved an amendment to the Registrant's First Amended and Restated Common Shares Rights Agreement between Registrant and The First National Bank of Boston dated December 14, 1990, as amended to date (the Rights Agreement"). The purpose of this amendment is to increase the "Purchase Price" for each "Common Share" issuable pursuant to the exercise of a "Right", as such terms are defined in Section 7 of the Rights Agreement, from $100 to $200, which Purchase Price shall be subject to adjustment from time to time in accordance with the terms of the Rights Agreement, including adjustment as a result of Registrant's recently announced two-for-one stock split declared by the Registrant's Board of Directors in the form of a stock dividend issuable to stockholders of record on November 20, 1995. A copy of this amendment to the Rights Agreement is attached as Exhibit 4.1 to this Report and is incorporated herein by reference. The description and terms of the "Rights" are contained in a Registration Statement on Form 8A filed with the Securities Exchange Commission on May 22, 1989, as amended by a Form 8 filed with the SEC on December 14, 1990 and as amended thereafter on October 2, 1991, August 5, 1992, November 17, 1994 and November 6, 1995. Item 7. Financial Statements and Exhibits (c) Exhibits 4.1 Text of Fourth Amendment to First Amended and Restated Common Shares Rights Agreement. 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: November 6, 1995 SUN MICROSYSTEMS, INC. By: /s/ MICHAEL H. MORRIS ----------------------------------- Michael H. Morris Vice President, General Counsel and Secretary INDEX TO EXHIBITS Exhibit - ------- 4.1 Text of Fourth Amendment to First Amended and Restated Common Shares Rights Agreement EX-4.1 2 EXHIBIT 4.1 FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED COMMON SHARES RIGHTS AGREEMENT This Fourth Amendment, dated as of November 1, 1995 (the "Amendment" ), is to the First Amended and Restated Common Shares Rights Agreement dated as of December 14, 1990, as amended to date (the "Agreement"), between Sun Microsystems, Inc., a Delaware corporation (the "Company") and BancBoston State Street Investors (the "Rights Agent"). WHEREAS, on November 1, 1995, the Board of Directors of the Company determined that it is in the best interests of the Company and its stockholders to amend the Agreement in order to increase the "Purchase Price", as defined pursuant to the terms of the Agreement, from $100.00 to $200.00 (without giving effect to the Company's recent two-for-one stock split declared by the Board of Directors of the Company on November 2, 1995 in the form of a stock dividend issuable to stockholders of record on November 20, 1995 (the "Recent Stock Split")), such Purchase Price is subject to adjustment from time to time as a result of certain events described in the Agreement, including the Recent Stock Split, and the Rights Agent has agreed to such amendment; and WHEREAS, the Company and the Rights Agent have determined that, pursuant to Section 27 of the Agreement, the Agreement may be amended as set forth herein without the approval of the holders of the Rights (as defined in the Agreement). NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the Agreement is hereby amended as follows: 1. Section 7(b) of the Rights Agreement is hereby amended in its entirety to read as follows: "(b) The Purchase Price for each Common Share issuable pursuant to the exercise of a Right shall initially be $200.00, shall be subject to adjustment from time to time as provided in Sections 11 and 13 hereof and shall be payable in lawful money of the United States of America in accordance with paragraph (c) below." 2. All other terms and conditions of the Agreement, including the Exhibits thereto, shall remain in full force and effect. 3. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on this 3rd day of November, 1995. SUN MICROSYSTEMS, INC. By: /s/ MICHAEL H. MORRIS ----------------------------------------- Name: Michael H. Morris Title: Vice President, General Counsel and Secretary BANCBOSTON STATE STREET INVESTOR SERVICES (formerly, THE FIRST NATIONAL BANK OF BOSTON) By: /s/ GEOFFREY D. ANDERSON ----------------------------------------- Name: GEOFFREY D. ANDERSON Title: Senior Accounts Manager -----END PRIVACY-ENHANCED MESSAGE-----