S-8 1 f69855ors-8.txt FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2001 REGISTRATION NO. ___________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- SUN MICROSYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 94-2805249 (State of Incorporation) (I.R.S. Employer Identification Number) 901 SAN ANTONIO ROAD PALO ALTO, CA 94303 (650) 960-1300 (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------------------- SUN MICROSYSTEMS, INC. EQUITY COMPENSATION ACQUISITION PLAN (FULL TITLE OF THE PLAN) ------------------------------------- SCOTT G. MCNEALY CHIEF EXECUTIVE OFFICER SUN MICROSYSTEMS, INC. 901 SAN ANTONIO ROAD PALO ALTO, CA 94303 (650) 960-1300 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ------------------------------------- COPY TO: KATHERINE A. MARTIN, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304 (650) 493-9300 2 CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of to be Price Offering Registration Title of Securities to be Registered Registered Per Share Price Fee ---------------------------------------------------------------------------------------------------------- Common Stock, par value $0.00067 per share, issuable pursuant to the Equity Compensation Acquisition Plan 10,000,000 shares $20.16 $201,600,000 $50,400 ----------------------------------------------------------------------------------------------------------
(1) The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act") solely for the purpose of calculating the registration fee. The average of the high and the low price on February 21, 2001 was $20.16. 3 The contents of the Registrant's Forms S-8 Registration Statements, Registration No. 333-09867, 333-34543, 333-67183 and 333-48080 dated August 9, 1996, August 28, 1997, November 12, 1998 and October 17, 2000, respectively, relating to the Equity Compensation Acquisition Plan are incorporated herein by reference. PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 8. EXHIBITS
EXHIBIT NUMBER DOCUMENTS ------- --------- 4.1 Equity Compensation Acquisition Plan, as amended 5.1 Opinion of Counsel as to legality of securities being registered 23.1 Consent of Counsel (Contained in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Power of Attorney (Contained in page II-3)
II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, Sun Microsystems, Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on this 28th day of February 2001. SUN MICROSYSTEMS, INC. By: /s/ Michael E. Lehman ------------------------------------- Michael E. Lehman, Executive Vice President, Corporate Resources and Chief Financial Officer II-2 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott G. McNealy and Michael E. Lehman, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 and to 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 or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Scott G. McNealy Chairman of the Board of Directors February 28, 2001 ----------------------------- and Chief Executive Officer Scott G. McNealy (Principal Executive Officer) /s/ Michael E. Lehman Executive Vice President, Corporate February 28, 2001 ----------------------------- Resources and Chief Financial Officer Michael E. Lehman (Principal Financial Officer) /s/ Michael L. Popov Vice President and Corporate Controller February 28, 2001 ----------------------------- (Principal Accounting Officer) Michael L. Popov /s/ James L. Barksdale Director February 28, 2001 ----------------------------- James L. Barksdale Director February , 2001 ----------------------------- L. John Doerr /s/ Judith L. Estrin Director February 28, 2001 ----------------------------- Judith L. Estrin /s/ Robert J. Fisher Director February 28, 2001 ----------------------------- Robert J. Fisher /s/ Robert L. Long Director February 28, 2001 ----------------------------- Robert L. Long /s/ M. Kenneth Oshman Director February 28, 2001 ----------------------------- M. Kenneth Oshman /s/ Naomi O. Seligman Director February 28, 2001 ----------------------------- Naomi O. Seligman
II-3 6 SUN MICROSYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ----------- 4.1 Equity Compensation Acquisition Plan, as amended 5.1 Opinion of Counsel as to legality of securities being registered 23.1 Consent of Counsel (Contained in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP, Independent Auditors 24.1 Power of Attorney (Contained in page II-3)
II-4