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
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Date of Report (Date of earliest event reported):
SUN MICROSYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15086 94-2805249
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2550 Garcia Avenue, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 960-1300
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N/A
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(Former name or former address, if changed since last report)
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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.
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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
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Michael H. Morris
Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
Exhibit
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4.1 Text of Fourth Amendment to First Amended and Restated Common
Shares Rights Agreement
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.
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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
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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
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Name: GEOFFREY D. ANDERSON
Title: Senior Accounts Manager
