-----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, KAgQiBbjjeQuzzm+Y4qSVZ8rCQp+4e/2lzxtQZhxOJOQ/rtlDd2bb8F8C7UU5hrU IX8t5DPVGag/VQCgQcCZlw== 0000950005-97-000829.txt : 19971016 0000950005-97-000829.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950005-97-000829 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN MICROSYSTEMS INC CENTRAL INDEX KEY: 0000709519 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942805249 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-15086 FILM NUMBER: 97695986 BUSINESS ADDRESS: STREET 1: 901 SAN ANTONIO ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4159601300 MAIL ADDRESS: STREET 1: 901 SAN ANTONIO ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Of 1934 [FEE REQUIRED] For the fiscal year ended June 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________________ to _______________ Commission file number: 0-15086 SUN MICROSYSTEMS, INC. (Exact name of registrant as specified in its charter) -------------------------------------- Delaware 94-2805249 (State of incorporation) (I.R.S. Employer Identification No.) 901 San Antonio Road (650)-960-1300 Palo Alto, CA 94303 (Address of principal executive (Registrant's telephone number, offices, including zip code) including area code) ------------------------------ Securities pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock Common Share Purchase Rights ------------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference on Part III of this Form 10-K or any amendment to this Form 10-K [ ]. The aggregate market value of the voting stock held by non-affiliates of the Registrant, as of September 16, 1997, was approximately $19,019,000,000 based upon the last sale price reported for such date on the Nasdaq National Market System. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the Registrant have been excluded because such persons may be deemed to be affiliates. This determination is not necessarily conclusive. The number of shares of the Registrant's Common Stock outstanding as of September 16, 1997 was 374,288,574. ---------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE Parts of the Annual Report to Stockholders for the fiscal year ended June 30, 1997 are incorporated by reference into Items 1,5,6,7,8 and 14 hereof. Parts of the Proxy Statement for the 1997 Annual Meeting of Stockholders are incorporated by reference into Items 10, 11, 12 and 13 hereof. ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Financial statements that are incorporated herein by reference to the following in Sun's 1997 Annual Report to Stockholders. Consolidated Statements of Income for each of the three years in the period ended June 30, 1997 (page 26). Consolidated Balance Sheets at June 30, 1997 and 1996 (page 27). Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 1997 (page 28). Consolidated Statements of Stockholders' Equity for each of the three years in the period ended June 30, 1997 (page 29). Notes to Consolidated Financial statements (pages 30 through 43). Report of Ernst & Young LLP, Independent Auditors (page 44). The Company's 1997 Annual Report to Stockholders is not deemed filed as part of this report except for those parts specifically incorporated herein by reference. 2. Financial Statement schedule: Page Schedule Title ------------------------------------------------- S-1 II Valuation and Qualifying Accounts All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements, including the notes thereto. 19 3. Exhibits Exhibit Number Description ------ ----------- 3.2(9) Bylaws of Registrant, as amended. 3.3(8) Certificate of Amendment of the Restated Certificate of Incorporation of Registrant. 3.3(19) Registrant's Amended and Restated Certificate of Incorporation (as amended to date). 4.3(9) First Amended and Restated Common Shares Rights Agreement dated December 14, 1990, between Registrant and The First National Bank of Boston. 4.4(11) Amendment dated as of October 28, 1991 to the First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.5(12) Second Amendment dated as of August 5, 1992 to the First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.6(17) Third Amendment dated as of November 2, 1994 to First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.7(17) Fourth Amendment dated as of November 1, 1995 to First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 10.1(1) Technology Transfer Agreement dated February 27, 1982, for the purchase by the Registrant of certain technology for cash, and related Assumption Agreement dated February 27, 1982. 10.3(1) Form of Founders' Restricted Stock Purchase Agreement. 10.8(1) Registration Rights Agreement dated as of November 26, 1984. 10.8A(1) Amendment to Registration Rights Agreement. 10.9(3) Registrant's 1982 Stock Option Plan, as amended, and representative forms of Stock Option Agreement. 10.10(3) Registrant's Restricted Stock Plan, as amended, and representative form of Stock Purchase Agreement. 10.11(10) Registrant's 1984 Employee Stock Purchase Plan, as amended. 10.21(1) License Agreement dated July 26, 1983, by and between Registrant and The Regents of the University of California. 10.22(1) Software Agreement effective as of April 1, 1982 by and between Registrant and American Telephone and Telegraph Company, and Supplemental Agreement dated effective as of May 28, 1983. 10.48(3) Registrant's 1987 Stock Option Plan and representative form of Stock Option Agreement. 10.56(4) Building Loan Agreement dated May 11, 1989, between Sun Microsystems Properties, Inc. and the Toyo Trust and Banking Company Limited, New York Branch and the related Promissory Note; First Deed of Trust, Assignment of Leases, Rents and Other Income and Security Agreement; Guaranty of Payment; Guaranty of Completion (Sun Microsystems Properties, Inc.); Guaranty of Completion (Sun Microsystems, Inc.; Shortfall Agreement and Indemnity. 20 Exhibit Number Description ------ ----------- 10.64(8) Registrant's 1988 Directors' Stock Option Plan and representative form of Stock Option Agreement. 10.65(16) Registrant's 1990 Employee Stock Purchase Plan, as amended on August 9, 1995. 10.66(15) Registrant's 1990 Long-Term Equity Incentive Plan, as amended on August 15, 1996. 10.66A(10) Representative form of agreement to Registrant's 1990 Long-Term Equity Incentive Plan. 10.73(10) Representative form of letter dated June 25, 1991 between the Registrant and the insurance companies who are parties to the Note and Warrant Purchase Agreements dated September 16, 1986 and December 15, 1989. 10.74(10) Software Distribution Agreement dated January 28, 1991 by and between the Registrant and UNIX Systems Laboratories, Inc. 10.77(14) Lease Agreement between BNP Leasing Corporation and Registrant, effective as of September 25, 1992. 10.82(20) Restated Revolving Credit Agreement dated August 27, 1997, between the Registrant; Citicorp USA, Inc.; Bank of America National Trust and Savings Association; ABN AMRO Bank N.V.; The First National Bank of Boston; Barclays Bank PLC; Morgan Guaranty Trust Company of New York; The Fuji Bank Limited, San Francisco Agency: The Toyo Trust and Banking Co. Ltd.: The Sumitomo Bank, Limited; The Sakura Bank Limited, San Francisco Agency; Banque Nationale de Paris; Bayerische Vereinsbank AG, Los Angeles Agency; The Industrial Bank of Japan, Limited, San Francisco Agency; The Bank of New York; Cariplo - Cassa Di-Risparmio Delle Provincie Lombade SPA; Corestes Bank NA; The Northern Trust Company, Royal Bank Of Canada, Union Bank of California. 10.84(20) Registrant's Non-Qualified Deferred Compensation Plan dated July 1, 1995, as amended and restated effective October 1, 1997. 10.85(16) Registrant's Section 162 (m) Executive Officer Performance-Based Bonus Plan dated August 9, 1995. 10.86(15) First Amendment to Lease Agreement between BNP Leasing Corporation and Registrant, effective as of September 23, 1994. 10.87(20) The Sun Microsystems, Inc. Equity Compensation Acquisition Plan, as amended. 10.89(18) Form of Change of Control Agreement executed by each corporate executive officer of Registrant. 10.90(18) Form of Change of Control Agreement executed by Chief Executive Officer of Registrant. 10.91(18) Form of Vice President Change of Control Severance Plan. 10.92(18) Form of Director - Level Change of Control Severance Plan. 11(20) Statement of Computation of Earnings per Share. 13.0(20) 1997 Annual Report to Stockholders (to be deemed filed only to the extent required by the instructions to exhibits for reports on Form 10-K). 22.0(20) Subsidiaries of Registrant. 21 23.1 Consent of Ernst & Young LLP, Independent Auditors. 24(20) Power of Attorney (See page 25). 27(20) Financial Data Schedule. 22 (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 33-2897), which became effective March 4, 1986. (2) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1987. (3) Incorporated by reference to Exhibits 19.1, 19.3 or 19.4, filed as Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 25, 1987. (4) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989. (5) Not used. (6) Not used. (7) Not used. (8) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990. (9) Incorporated by reference to Exhibits 3.1 and 4.1 filed as exhibits to the Registrant's Report on Form 8-K filed on December 28, 1990. (10) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991. (11) Incorporated by reference to Exhibit 4.0 filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1991. (12) Incorporated by reference to Exhibit 3 filed as an exhibit to the Registrant's Form 8 Amendment No. 3 to Registration Statement on Form 8-A filed on September 16, 1992. (13) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1992. (14) Not used. (15) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996. (16) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995. (17) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995. (18) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 29, 1996. (19) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996. (20) Previously filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed on September 26, 1997. 23 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. SUN MICROSYSTEMS, INC. Registrant October 15, 1997 By: /s/ MICHAEL E. LEHMAN ------------------------------------------ Michael E. Lehman Vice President and Chief Financial Officer 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott G. McNealy and Michael E. Lehman jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Report on Form 10-K, and file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, which include the Chief Executive Officer, the Chief Financial Officer and Corporate Controller and a majority of the Board of Directors, on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- SCOTT G. McNEALY* Chairman of the Board of Directors, October 15, 1997 - ---------------------------- President and Chief Executive Officer (Scott G. McNealy) (Principal Executive Officer) /s/ MICHAEL E. LEHMAN Vice President and Chief Financial October 15, 1997 - ---------------------------- Officer (Principal Financial Officer) (Michael E. Lehman) GEORGE REYES* Vice President and Corporate Controller October 15, 1997 - ---------------------------- (Principal Accounting Officer) (George Reyes) L. JOHN DOERR* Director October 15, 1997 - ---------------------------- (L. John Doerr) JUDITH L. ESTRIN* Director October 15, 1997 - ---------------------------- (Judith L. Estrin ) ROBERT J. FISHER* Director October 15, 1997 - ---------------------------- (Robert J. Fisher) ROBERT L. LONG* Director October 15, 1997 - ---------------------------- (Robert L. Long) M. KENNETH OSHMAN* Director October 15, 1997 - ---------------------------- (M. Kenneth Oshman) A. MICHAEL SPENCE* Director October 15, 1997 - ---------------------------- (A. Michael Spence) *By: /s/ MICHAEL E. LEHMAN Vice President and Chief Financial - ---------------------------- Officer (Principal Financial Officer) (Michael E. Lehman)
INDEX to EXHIBITS Exhibit Number Description ------ ----------- 3.2(9) Bylaws of Registrant, as amended. 3.3(8) Certificate of Amendment of the Restated Certificate of Incorporation of Registrant. 3.3(19) Registrant's Amended and Restated Certificate of Incorporation (as amended to date). 4.3(9) First Amended and Restated Common Shares Rights Agreement dated December 14, 1990, between Registrant and The First National Bank of Boston. 4.4(11) Amendment dated as of October 28, 1991 to the First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.5(12) Second Amendment dated as of August 5, 1992 to the First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.6(17) Third Amendment dated as of November 2, 1994 to First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 4.7(17) Fourth Amendment dated as of November 1, 1995 to First Amended and Restated Common Shares Rights Agreement dated December 14, 1990. 10.1(1) Technology Transfer Agreement dated February 27, 1982, for the purchase by the Registrant of certain technology for cash, and related Assumption Agreement dated February 27, 1982. 10.3(1) Form of Founders' Restricted Stock Purchase Agreement. 10.8(1) Registration Rights Agreement dated as of November 26, 1984. 10.8A(1) Amendment to Registration Rights Agreement. 10.9(3) Registrant's 1982 Stock Option Plan, as amended, and representative forms of Stock Option Agreement. 10.10(3) Registrant's Restricted Stock Plan, as amended, and representative form of Stock Purchase Agreement. 10.11(10) Registrant's 1984 Employee Stock Purchase Plan, as amended. 10.21(1) License Agreement dated July 26, 1983, by and between Registrant and The Regents of the University of California. 10.22(1) Software Agreement effective as of April 1, 1982 by and between Registrant and American Telephone and Telegraph Company, and Supplemental Agreement dated effective as of May 28, 1983. 10.48(3) Registrant's 1987 Stock Option Plan and representative form of Stock Option Agreement. 10.56(4) Building Loan Agreement dated May 11, 1989, between Sun Microsystems Properties, Inc. and the Toyo Trust and Banking Company Limited, New York Branch and the related Promissory Note; First Deed of Trust, Assignment of Leases, Rents and Other Income and Security Agreement; Guaranty of Payment; Guaranty of Completion (Sun Microsystems Properties, Inc.); Guaranty of Completion (Sun Microsystems, Inc.; Shortfall Agreement and Indemnity. Exhibit Number Description ------ ----------- 10.64(8) Registrant's 1988 Directors' Stock Option Plan and representative form of Stock Option Agreement. 10.65(16) Registrant's 1990 Employee Stock Purchase Plan, as amended on August 9, 1995. 10.66(15) Registrant's 1990 Long-Term Equity Incentive Plan, as amended on August 15, 1996. 10.66A(10) Representative form of agreement to Registrant's 1990 Long-Term Equity Incentive Plan. 10.73(10) Representative form of letter dated June 25, 1991 between the Registrant and the insurance companies who are parties to the Note and Warrant Purchase Agreements dated September 16, 1986 and December 15, 1989. 10.74(10) Software Distribution Agreement dated January 28, 1991 by and between the Registrant and UNIX Systems Laboratories, Inc. 10.77(14) Lease Agreement between BNP Leasing Corporation and Registrant, effective as of September 25, 1992. 10.82(20) Restated Revolving Credit Agreement dated August 27, 1997, between the Registrant; Citicorp USA, Inc.; Bank of America National Trust and Savings Association; ABN AMRO Bank N.V.; The First National Bank of Boston; Barclays Bank PLC; Morgan Guaranty Trust Company of New York; The Fuji Bank Limited, San Francisco Agency: The Toyo Trust and Banking Co. Ltd.: The Sumitomo Bank, Limited; The Sakura Bank Limited, San Francisco Agency; Banque Nationale de Paris; Bayerische Vereinsbank AG, Los Angeles Agency; The Industrial Bank of Japan, Limited, San Francisco Agency; The Bank of New York; Cariplo - Cassa Di-Risparmio Delle Provincie Lombade SPA; Corestes Bank NA; The Northern Trust Company, Royal Bank Of Canada, Union Bank of California. 10.84(20) Registrant's Non-Qualified Deferred Compensation Plan dated July 1, 1995, as amended and restated effective October 1, 1997. 10.85(16) Registrant's Section 162 (m) Executive Officer Performance-Based Bonus Plan dated August 9, 1995. 10.86(15) First Amendment to Lease Agreement between BNP Leasing Corporation and Registrant, effective as of September 23, 1994. 10.87(20) The Sun Microsystems, Inc. Equity Compensation Acquisition Plan, as amended. 10.89(18) Form of Change of Control Agreement executed by each corporate executive officer of Registrant. 10.90(18) Form of Change of Control Agreement executed by Chief Executive Officer of Registrant. 10.91(18) Form of Vice President Change of Control Severance Plan. 10.92(18) Form of Director - Level Change of Control Severance Plan. 11(20) Statement of Computation of Earnings per Share. 13.0(20) 1997 Annual Report to Stockholders (to be deemed filed only to the extent required by the instructions to exhibits for reports on Form 10-K). 22.0(20) Subsidiaries of Registrant. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 24(20) Power of Attorney (See page 25). 27(20) Financial Data Schedule. (1) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 33-2897), which became effective March 4, 1986. (2) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1987. (3) Incorporated by reference to Exhibits 19.1, 19.3 or 19.4, filed as Exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 25, 1987. (4) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1989. (5) Not used. (6) Not used. (7) Not used. (8) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1990. (9) Incorporated by reference to Exhibits 3.1 and 4.1 filed as exhibits to the Registrant's Report on Form 8-K filed on December 28, 1990. (10) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1991. (11) Incorporated by reference to Exhibit 4.0 filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 27, 1991. (12) Incorporated by reference to Exhibit 3 filed as an exhibit to the Registrant's Form 8 Amendment No. 3 to Registration Statement on Form 8-A filed on September 16, 1992. (13) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1992. (14) Not used. (15) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996. (16) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995. (17) Incorporated by reference to identically numbered exhibits filed as exhibits to the Registrant's Quarterly Report on Form 10-Q for the quarter ended October 1, 1995. (18) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended December 29, 1996. (19) Incorporated by reference to identically numbered exhibits filed as exhibits to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 29, 1996. (20) Previously filed as exhibits to Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed on September 26, 1997. EX-23.1 2 CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in this Annual Report (Form 10-K/A) of Sun Microsystems, Inc. of our report dated July 16, 1997, included in the 1997 Annual Report to Stockholders of Sun Microsystems, Inc. Our audits also included the financial statement schedule of Sun Microsystems, Inc. listed in Item 14(a). This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 33-9293, 33-11154, 33-15271, 33-18602, 33-25860, 33-28505, 33-33344, 33-38220, 33-51129, 33-56577, 333-01459, 333-09867, 333-15179, 333-34543, and 333-34651) pertaining to the 1982 Incentive Stock Option Plan, the Restricted Stock Plan, the 1984 Employee Stock Purchase Plan, as amended, the 1987 Stock Option Plan, the 1988 Director Stock Option Plan, the 1989 French Stock Option Plan, the 1990 Employee Stock Purchase Plan, the 1990 Long-Term Equity Incentive Plan, the Equity Compensation Acquisition Plan of Sun Microsystems, Inc., and the U.S. Non-Qualified Deferred Compensation Plan and in the related Prospectus of our report dated July 16, 1997, with respect to the consolidated financial statements incorporated herein by reference and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K/A) of Sun Microsystems, Inc. Ernst & Young LLP Palo Alto, California October 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----