8-K

UNITED STATES
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

June 28, 2004

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 or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4150 Network Circle
Santa Clara, CA 95054-1778

(Address of principal executive offices)

(650) 960-1300

(Registrant’s telephone number, including area code)

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

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. Other Events

     On June  28, 2004, Sun Microsystems (“Sun”) issued a press release announcing the election of Stephen Bennett as a member of Sun’s Board of Directors. The full text of Sun’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.    Exhibits

(c)	Exhibits
		The following exhibit is filed herewith:

Exhibit
Number	Description
99.1	Text of press release issued by Sun Microsystems, Inc., dated June 28, 2004, titled “Sun Microsystems Broadens Independent Board”

SIGNATURE

     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.

	SUN MICROSYSTEMS, INC.
Date: June 28, 2004	By:	/s/ Michael A. Dillon
		Michael A. Dillon Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Text of press release issued by Sun Microsystems, Inc., dated June 28, 2004, titled “Sun Microsystems Broadens Independent Board”

EX-99.1 2 f99967exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE FOR MORE INFORMATION: MEDIA CONTACT: May G. Petry Sun Microsystems Inc. 650-786-0034 may.petry@sun.com INVESTOR CONTACT: Paul Ziots Sun Microsystems Inc. 650-786-0411 paul.ziots@sun.com INDUSTRY ANALYST CONTACT: Joanne Masters Sun Microsystems Inc. 650-786-0847 joanne.masters@sun.com SUN MICROSYSTEMS BROADENS INDEPENDENT BOARD Stephen Bennett Elected to Sun Microsystems Board of Directors Santa Clara, Calif. - June 28th, 2004 - The board of directors of Sun Microsystems, Inc., (Nasdaq: SUNW) today announced that Stephen Bennett, 50, president and chief executive officer, Intuit Inc., has been elected to Sun's board of directors, effective immediately. "Sun's board combines independence with depth of experience," said Scott G. McNealy, chairman and chief executive officer, Sun Microsystems. "Steve's leadership and operational experience as a successful CEO, as well as his proven track record of developing and growing diverse businesses, will complement Sun's strong and experienced board. Sun's employees and shareholders should be delighted." Almost two years ago, Sun broadened its board of directors by electing Lynn E. Turner, former chief accountant of the Securities and Exchange Commission, and Michael E. Lehman, Sun's former chief financial officer. In addition to possessing this significant financial and reporting expertise, 80% of the directors on Sun's board are considered independent, under the NASDAQ definition. "I'm pleased to join Sun's board as the company embarks on the next chapter in its history," said Stephen Bennett, president and chief executive officer, Intuit. "This is an opportunity to be a part of a new era of innovation for Sun." Bennett joined Intuit in January 2000 as president and CEO. Since then, he has combined the company's historic innovative and customer-driven expertise with strategic and operational rigor to drive the company toward the $2 billion revenue mark. Previously, he was at General Electric Corp. for 23 years, where he managed complex and diverse organizations - from consumer appliances to financial services. In his last GE assignment, he served as an executive vice president and member of the office of the CEO at GE Capital, the financial services subsidiary of General Electric Corp., where he oversaw a portfolio of five different companies with more than 20,000 employees. In addition to Bennett, Sun's board of directors includes: - - Scott G. McNealy (49) - Chairman of the Board of Directors and Chief Executive Officer, Sun Microsystems, Inc. - - James L. Barksdale (61) - President and Chief Executive Officer, Barksdale Management Corporation - - L. John Doerr (52) - General Partner, Kleiner Perkins Caufield & Byers - - Robert J. Fisher (49) - Chairman of the Board of Directors, The Gap, Inc. - - Michael E. Lehman (53) - Former Executive Vice President, Corporate Resources and Chief Financial Officer, Sun Microsystems, Inc. - - Robert L. Long (67) - Independent Management Consultant - - M. Kenneth Oshman (63) - Chairman of the Board of Directors and Chief Executive Officer, Echelon Corporation - - Naomi O. Seligman (65) - Senior Partner, Ostriker von Simson, Inc. - - Lynn E. Turner (52) - Professor of Accounting and Director of The Center for Quality Financial Reporting, Colorado State University About Sun Microsystems, Inc. Since its inception in 1982, a singular vision -- "The Network Is The Computer" - -- 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 100 countries and on the World Wide Web at http://sun.com ### 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. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE                 FOR MORE INFORMATION:

                                      MEDIA CONTACT:
                                      May G. Petry
                                      Sun Microsystems Inc.
                                      650-786-0034
                                      may.petry@sun.com

                                      INVESTOR CONTACT:
                                      Paul Ziots
                                      Sun Microsystems Inc.
                                      650-786-0411
                                      paul.ziots@sun.com

                                      INDUSTRY ANALYST CONTACT:
                                      Joanne Masters
                                      Sun Microsystems Inc.
                                      650-786-0847
                                      joanne.masters@sun.com


                   SUN MICROSYSTEMS BROADENS INDEPENDENT BOARD

         Stephen Bennett Elected to Sun Microsystems Board of Directors

Santa Clara, Calif. - June 28th, 2004 - The board of directors of Sun
Microsystems, Inc., (Nasdaq: SUNW) today announced that Stephen Bennett, 50,
president and chief executive officer, Intuit Inc., has been elected to Sun's
board of directors, effective immediately.

"Sun's board combines independence with depth of experience," said Scott G.
McNealy, chairman and chief executive officer, Sun Microsystems. "Steve's
leadership and operational experience as a successful CEO, as well as his proven
track record of developing and growing diverse businesses, will complement Sun's
strong and experienced board. Sun's employees and shareholders should be
delighted."

Almost two years ago, Sun broadened its board of directors by electing Lynn E.
Turner, former chief accountant of the Securities and Exchange Commission, and
Michael E. Lehman, Sun's former chief financial officer. In addition to
possessing this significant financial and reporting expertise, 80% of the
directors on Sun's board are considered independent, under the NASDAQ
definition.

"I'm pleased to join Sun's board as the company embarks on the next chapter in
its history," said Stephen Bennett, president and chief executive officer,
Intuit. "This is an opportunity to be a part of a new era of innovation for
Sun."

Bennett joined Intuit in January 2000 as president and CEO. Since then, he has
combined the company's historic innovative and customer-driven expertise with
strategic



and operational rigor to drive the company toward the $2 billion revenue mark.

Previously, he was at General Electric Corp. for 23 years, where he managed
complex and diverse organizations - from consumer appliances to financial
services. In his last GE assignment, he served as an executive vice president
and member of the office of the CEO at GE Capital, the financial services
subsidiary of General Electric Corp., where he oversaw a portfolio of five
different companies with more than 20,000 employees.

In addition to Bennett, Sun's board of directors includes:

- - Scott G. McNealy (49) - Chairman of the Board of Directors and Chief Executive
Officer, Sun Microsystems, Inc.
- - James L. Barksdale (61) - President and Chief Executive Officer, Barksdale
Management Corporation
- - L. John Doerr (52) - General Partner, Kleiner Perkins Caufield & Byers
- - Robert J. Fisher (49) - Chairman of the Board of Directors, The Gap, Inc.
- - Michael E. Lehman (53) - Former Executive Vice President, Corporate Resources
and Chief Financial Officer, Sun Microsystems, Inc.
- - Robert L. Long (67) - Independent Management Consultant
- - M. Kenneth Oshman (63) - Chairman of the Board of Directors and Chief
Executive Officer, Echelon Corporation
- - Naomi O. Seligman (65) - Senior Partner, Ostriker von Simson, Inc.
- - Lynn E. Turner (52) - Professor of Accounting and Director of The Center for
Quality Financial Reporting, Colorado State University

About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is The Computer"
- -- 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 100 countries and on the World
Wide Web at http://sun.com

                                       ###

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.