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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1999
Registration No. 333-67183
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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Sun Microsystems, Inc.
Equity Compensation Acquisition Plan
1990 Long-Term Equity Incentive Plan
(Full Title of the Plans)
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Scott G. McNealy
President
SUN MICROSYSTEMS, INC.
901 San Antonio Road
Palo Alto, CA 94303
(650) 960-1300
(Name, address and telephone number of agent for service)
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COPY TO:
David J. Segre, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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The contents of the Registrant's Forms S-8 Registration Statements,
Registration No. 33-38220, 33-56577, 333-01459, 333-09867 and 333-34543, dated
December 14, 1990, November 23, 1994, March 6, 1996, August 9, 1996 and August
28, 1997, respectively, relating to the Equity Compensation Acquisition Plan and
the 1990 Long-Term Equity Incentive Plan are incorporated herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Documents
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4.1* Equity Compensation Acquisition Plan
4.2 1990 Long-Term Equity Incentive Plan
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)
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* Previously Filed
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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 Post-Effective
Amendment No. 1 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 26th day of January, 1999.
SUN MICROSYSTEMS, INC.
By: /s/ Michael E. Lehman
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Michael E. Lehman, Vice President,
Corporate Resources and Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Form S-8 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
* January 26, 1999
- ---------------------------- Chairman of the Board of Directors,
Scott G. McNealy President and Chief Executive
Officer (Principal Executive Officer)
* January 26, 1999
- ---------------------------- Vice President, Corporate Resources
Michael E. Lehman and Chief Financial Officer
(Principal Financial Officer)
* January 26, 1999
- ---------------------------- Vice President and Corporate
George Reyes Controller
(Principal Accounting Officer)
* January 26, 1999
- ---------------------------- Director
L. John Doerr
* January 26, 1999
- ---------------------------- Director
Robert J. Fisher
January , 1999
- ---------------------------- Director
Judith L. Estrin
* January 26, 1999
- ---------------------------- Director
Robert L. Long
* January 26, 1999
- ---------------------------- Director
M. Kenneth Oshman
* January 26, 1999
- ---------------------------- Director
A. Michael Spence
*By /s/ Michael E. Lehman
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Michael E. Lehman
(Attorney-in-fact)
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EXHIBIT INDEX
Exhibit
Number Documents
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4.1* Equity Compensation Acquisition Plan
4.2 1990 Long-Term Equity Incentive Plan
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)
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*Previously Filed
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