As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
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)
2550 Garcia Avenue
Mountain View, CA 94043
(415) 960-1300
(Address and telephone number of Registrant's principal executive offices)
---------------------------
1989 FRENCH STOCK OPTION PLAN
(Full Title of the Plan)
-------------------------------------
Scott G. McNealy
President
SUN MICROSYSTEMS, INC.
2550 Garcia Avenue
Mountain View, CA 94043
(415) 960-1300
(Name, address and telephone number of agent for service)
-------------------------------------
Copy to:
Judith M. O'Brien
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
to be Price Per Aggregate Registration
Title of Securities to be Registered Registered Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.00067 par value, to be issued
pursuant to the 1989 French Stock Option. . . . . . 150,000 shares $58.6875(1) $8,803,125.00(1) $2,667.62
- ------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated in accordance with Rule 457 (c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low price for the Common Stock as reported on the Nasdaq National
Market System on October 29, 1996.
</FN>
</TABLE>
<PAGE>
The contents of the Registrant's Forms S-8 Registration Statements,
Registration No.'s 33-28505 and 33-51129, dated May 3, 1989 and November 22,
1993, respectively, relating to the 1989 French Stock Option Plan are
incorporated herein by reference.
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit
Number Documents
------- ---------
4.1 1989 French Stock Option 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 (see page II-3)
II-1
<PAGE>
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 Mountain View, State of
California, on this 30th day of October, 1996.
SUN MICROSYSTEMS, INC.
By: /s/ MICHAEL E. LEHMAN
----------------------------------------
Michael E. Lehman, Vice President
and Chief Financial Officer
II-2
<PAGE>
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 October 30, 1996
- --------------------------- of Directors, President
(Scott G. McNealy) and Chief Executive Officer
(Principal Executive Officer)
/s/ MICHAEL E. LEHMAN Vice President and October 30, 1996
- --------------------------- Chief Financial Officer
(Michael E. Lehman) (Principal Financial Officer)
/s/ GEORGE REYES Vice President and October 30, 1996
- --------------------------- Controller (Principal
(George Reyes) Accounting Officer)
/s/ L. JOHN DOERR Director October 30, 1996
- ---------------------------
(L. John Doerr)
/s/ ROBERT J. FISHER Director October 30, 1996
- ---------------------------
(Robert J. Fisher)
/s/ JUDITH L. ESTRIN Director October 30, 1996
- ---------------------------
(Judith L. Estrin)
/s/ ROBERT L. LONG Director October 30, 1996
- ---------------------------
(Robert L. Long)
/s/ M. KENNETH OSHMAN Director October 30, 1996
- ---------------------------
(M. Kenneth Oshman)
- --------------------------- Director October 30, 1996
(A. Michael Spence)
II-3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
EXHIBITS
------------------------
Registration Statement on Form S-8
SUN MICROSYSTEMS, INC.
October 31, 1996
<PAGE>
SUN MICROSYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 1989 French Stock Option 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)
EXHIBIT 4.1
SUN MICROSYSTEMS, INC.
1989 FRENCH STOCK OPTION PLAN
(As Amended August 7, 1996)
The following constitute the provisions of the 1989 French Stock Option
Plan of Sun Microsystems, Inc.
1. Purpose. The purpose of the Plan is to provide employees of Sun
Microsystems France S.A. and the Company's other Designated Subsidiaries, if
any, with an opportunity to purchase Common Stock of Sun through accumulated
payroll deductions.
2. Definitions.
(a) "Board" shall mean the Board of Directors of Sun.
(b) "Common Stock" shall mean the Common Stock, $.00067 par
value, of Sun.
(c) "Company" shall mean Sun Microsystems, Inc., a Delaware
corporation.
(d) "Compensation" shall mean all regular straight time gross
earnings, including variable compensation for field sales personnel and
incentive bonuses, overtime, shift premium, lead pay and automobile allowances,
but excluding other compensation.
(e) "Continuous Status as an Employee" shall mean the absence of
any interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than ninety (90) days or reemployment upon the expiration of
such leave is guaranteed by contract or statute.
(f) "Designated Subsidiaries" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(g) "Employee" shall mean any person, including an officer, who
is customarily employed for at least twenty (20) hours per week and more than
five (5) months in a calendar year by the French Company or one of the
Designated Subsidiaries.
1
<PAGE>
(h) "Enrollment Date" shall mean the first day of each Offering
Period.
(i) "Exercise Date" shall mean the date one (1) day less than
six (6) months, twelve (12) months, eighteen (18) months or twenty-four (24)
months after the Enrollment Date of an Offering Period.
(j) "Exercise Period" shall mean a peripd commencing on an
Enrollment Date or on the day after an Exercise Date and terminating one day
less than six (6) months later.
(k) "French Company" shall mean Sun Microsystems France S.A., a
French corporation.
(1) "Offering Period" shall mean a period of twenty-four (24)
months during which an option granted pursuant to the Plan may be exercised.
(m) "Option Price" shall mean the price determined pursuant to
Section 7(b) hereof.
(n) "Plan" shall mean this 1989 French Stock Option Plan.
(o) "Subsidiary" shall mean a corporation, domestic or foreign,
of which not less than fifty percent (50%) of the voting shares are held by Sun
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acguired by Sun or a Subsidiary.
(p) "Sun" shall mean Sun Microsystems, Inc., a Delaware
corporation.
3. Eligibility.
(a) Any Employee as defined in Section 2 who shall be employed
by the French Company on a given Enrollment Date shall be eligible to
participate in the Plan.
(b) Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of Sun or of
any subsidiary of Sun, or (ii) which permits his or her rights to purchase stock
under all employee stock purchase plans of Sun and its subsidiaries to accrue at
a rate which exceeds Twenty-Five
2
<PAGE>
Thousand Dollars ($25,000) worth of stock (determined at the fair market value
of the shares at the time such option is granted) for each calendar year in
which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on or about November 1
and May 1 of each year commencing on or about March 1, 1989, and continuing
thereafter until terminated in accordance with Section 19 hereof. The Board of
Directors of Sun shall have the power to change the duration of Offering Periods
with respect to future offerings without shareholder approval if such change is
announced at least fifteen (15) days prior to the scheduled beginning of the
first Offering Period to be affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deduction in the form of
Exhibit A to this Plan and filing it with the Company's payroll office prior to
the applicable Enrollment Date, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect to a given
Offering Period.
(b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10.
6. Payroll Deductions.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each payday
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he receives on each payday during the Offering Period, and
the aggregate of such payroll deductions during the Offering Period shall not
exceed ten percent (10%) of the participant's aggregate Compensation during said
Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. A participant may not make any
additional payments into such account.
(c) A participant may discontinue his or her participation in
the Plan as provided in Section 10, or may increase or decrease the rate of his
or her payroll deductions during the Offering Period (within the limitations of
Section 6(a)) by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. Except in the case of
authorized leaves of absence which shall be governed by Section 10(c) below, the
change in rate shall be effective at the beginning of the next Exercise Period
following the Company's receipt of the new subscription agreement.
3
<PAGE>
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period up to a
number of shares of Sun's Common Stock determined by dividing such Employee's
payroll deductions accumulated during such Offering Period and prior to such
Exercise Date by the Option Price; provided that in no event shall an Employee
be permitted to purchase during each Offering Period more than a number of
shares determined by dividing $50,000 by the fair market value of a share of
Sun's Common Stock on the Enrollment Date, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12
hereof. The option shall be automatically exercised on the Exercise Dates during
the Offering Period, unless the participant has withdrawn pursuant to Section
10, and shall expire on the last day of the Offering Period. Fair market value
of a share of Sun's Common Stock shall be determined as provided in Section 7(b)
herein.
(b) The Option Price per share of the shares offered in a given
Offering Period shall be the greater of (i) 85% of the fair market value of a
share of the Common Stock of Sun on the Enrollment Date, or (ii) an amount egual
to 80% of the average closing price per share of the Common Stock of Sun
(determined as set forth below) for the twenty (20) consecutive trading days
preceding the Enrollment Date and including the Enrollment Date as the twentieth
(20th) day if such date is a trading day. The fair market value of Sun's Common
Stock on a given date shall be determined by the Board in its discretion;
provided, however, that where there is a public market for the Common Stock, the
fair market value per share shall be the closing price of the Common Stock for
such date, as reported by the NASDAQ National Market System, or, in the event
the Common Stock is listed on a stock exchange, the fair market value per share
shall be the closing price on such exchange on such date, as reported in the
Wall Street Journal.
8. Exercise of Option. The participant's option for the purchase of
shares will be exercised automatically on each Exercise Date of each Offering
Period, and the maximum number of full shares subject to option will be
purchased for such participant at the applicable Option Price with the
accumulated payroll deductions in his or her account, unless prior to such
Exercise Date the participant has withdrawn from the Offering Period as provided
in Section 10. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her. Any amount
remaining in the participant's account after an Exercise Date shall be held in
the account until the next Exercise Date in such Offering Period, unless the
Offering Period has been oversubscribed or has terminated with such Exercise
Date, in which case such amount shall be refunded to the participant.
4
<PAGE>
9. Delivery. As promptly as practicable after each Exercise Date,
the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her
option.
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company in the form of Exhibit B to this Plan. Such notice shall state whether
the participant is only withdrawing from the applicable Exercise Period or
entirely from the Offering Period. All of the participant's payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the current
Exercise Period or Offering Period (as specified in the notice) will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Exercise Period or Offering Period, as
applicable. If a participant withdraws from an Exercise Period, payroll
deductions will not resume at the beginning of the succeeding Exercise Periods
within the same Offering Period unless written notice is delivered to the
Company in substantially the form of Exhibit C hereto within the open enrollment
period preceding the commencement of the Exercise Period directing the Company
to resume payroll deductions.
(b) Upon termination of the participant's Continuous Status as
an Employee prior to the Exercise Date of an Exercise Period for any reason,
including retirement or death, the payroll deductions credited to such
participant's account during the Offering Period but not yet used to exercise
the option will be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 14, and such
participant's option will be automatically terminated.
(c) In the event an Employee fails to remain in Continuous Status
as an Employee of the Company or the French Company for at least twenty (20)
hours per week during an Offering Period in which the Employee is a participant,
he or she will be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to his account will be returned to such participant
and such participant's option terminated; provided that (i) if an Employee shall
take an unpaid leave of absence approved by the Company or the French Company in
accordance with Section 2(f) of this Plan of more than thirty (30) days during
an Offering Period in which the Employee is a participant, he or she will be
deemed to have withdrawn from the applicable Exercise Period on the thirty-first
(31st) day of such leave, and (ii) if an Employee shall take a paid leave of
absence approved by the Company or the French Company in accordance with Section
2(f) of this - Plan of more than ninety (90) days during - an Offering Period in
which the Employee is a participant, he or she will be deemed to have withdrawn
from the applicable Exercise Period on the earlier of (aa) the ninety-first
(91st) day if the Employee is paid for the entire ninety (90) day leave, or (bb)
the last day upon which the Employee is paid provided he or she is paid for at
least thirty (30) days. On the date upon which the Employee shall be deemed to
have withdrawn from the applicable Exercise Period, the payroll deductions
credited to his or her account will be returned to him or her, but he or she
shall continue to be a participant in the applicable Offering Period during such
authorized leave of absence until and unless such authorized leave of absence
terminates without his or her returning to his or her employment with the French
Company.
5
<PAGE>
(d) A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.
11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. Stock.
(a) The maximum number of shares of Sun's Common Stock which
shall be made available for sale under the Plan shall be 430,000 shares, subject
to adjustment upon changes in capitalization of Sun as provided in Section 18.
If on a given Exercise Date the number of shares with respect to which options
are to be exercised exceeds the number of shares then available under the Plan,
Sun shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable.
(b) The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will
be registered in the name of the participant or in the name of the participant
and his or her spouse.
13. Administration. The Plan shall be administered by the Board of
Sun or a committee of members of the Board appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the Board who are eligible Employees are permitted to participate in the
Plan, provided that:
(a) Members of the Board who are eligible to participate in the
Plan may not vote on any matter affecting the administration of the Plan or the
grant of any option pursuant to the Plan.
(b) If a Committee is established to administer the Plan, no
member of the Board who is eligible to participate in the Plan may be a member
of the Committee.
14. Designation of Beneficiary.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of
6
<PAGE>
such participant's death subsequent to an Exercise Date on which the option is
exercised but prior to delivery to such participant of such shares and cash. In
addition, a participant may file a written designation of a beneficiary who is
to receive any cash from the participant's account under the Plan in the event
of such participant's death prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10.
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees semi-annually promptly following the Exercise Date, which statements
will set forth the amounts of payroll deductions, the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization. Subject to any
required action by the shareholders of Sun, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by Sun; provided, however, that conversion of any convertible
securities of Sun shall not be deemed to have been "effected without receipt of
consideration". Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by Sun of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an option.
7
<PAGE>
In the event of the proposed dissolution or liquidation of Sun, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. In the event of a
proposed sale of all or substantially all of the assets of Sun, or the merger of
Sun with or into another corporation, each option under the Plan shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the
Board determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the participant shall have the right to
exercise the option as to all of the optioned stock, including shares as to
which the option would not otherwise be exercisable. If the Board makes an
option fully exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Board shall notify the participant that the option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and the option will terminate upon the expiration of such period.
The Board may, if it so determines in the-exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding option, in the event that
the Company effects one or more reorganizations, recapitalizations, rights
offerings or other increases or reductions of shares of its outstanding Common
Stock, and in the event of Sun being consolidated with or merged into any other
corporation.
19. Amendment or Termination. The Board of Directors of Sun may at
any time and for any reason terminate or amend the Plan. Except as provided in
Section 18, no such termination can affect options previously granted, provided
that an Offering Period may be terminated by the Board of Directors on any
Exercise Date if the Board determines that the termination of the Plan is in the
best interests of Sun and its shareholders. Except as provided in Section 18, no
amendment may make any change in any option theretofore granted which adversely
affects the rights of any participant.
20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
21. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for Sun with respect to such
compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for Sun, such a representation is required by any of the
aforementioned applicable provisions of law.
22. Term of Plan. The Plan shall become effective upon its adoption
by the Board of Directors. It shall continue in effect for a term of twenty (20)
years unless sooner terminated under Section 19.
8
<PAGE>
EXHIBIT A
SUN MICROSYSTEMS, INC.
1989 FRENCH STOCK OPTION PLAN
SUBSCRIPTION AGREEMENT
__ Original Application Enrollment Date: ___________
__ Change in Payroll Deduction Rate
__ Change of Beneficiary(ies)
1. _______________________________ hereby elects to participate in the Sun
Microsystems, Inc. 1989 French Stock Option Plan (the "Stock Option Plan")
and subscribes to purchase shares of Sun's Common Stock in accordance with
this Subscription Agreement and the Stock Option Plan. All terms used
herein shall have the meanings ascribed to them in the Stock Option Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
____% of my Compensation on each payday during the Offering Period in
accordance with the Stock Option Plan.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price
determined in accordance with the Stock Option Plan. I further understand
that, except as otherwise set forth in the Stock Option Plan, shares will
be purchased for me automatically on each Exercise Date unless I otherwise
withdraw from an Exercise Period or from the Stock Option Plan by giving
written notice to the Company for such purpose.
4. I have received a copy of Sun's most recent prospectus which describes the
Stock Option Plan and a copy of the complete "Sun Microsystems, Inc. 1989
French Stock Option Plan." I understand that my participation in the Stock
Option Plan is in all respects subject to the terms of the Plan.
5. Shares purchased for me under the Stock Option Plan should be issued in the
name(s) of:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
6. I hereby agree to be bound by the terms of the Stock Option Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Option Plan.
9
<PAGE>
7. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Option Plan:
NAME: (Please print) _________________________________________________________
(First) (Middle) (Last)
_______________________________ _________________________________
Relationship
_________________________________
(Address)
NAME: (Please print) _________________________________________________________
(First) (Middle) (Last)
_______________________________ _________________________________
Relationship
_________________________________
(Address)
Dated:_________________________ _________________________________
Signature of Employee
10
<PAGE>
EXHIBIT C
SUN MICROSYSTEMS, INC.
1989 FRENCH STOCK OPTION PLAN
NOTICE TO RESUME PAYROLL DEDUCTIONS
The undersigned participant in the Offering Period of Sun Microsystems,
Inc. 1989 French Stock Option Plan which began on _______________ 19__ hereby
notifies the Company to resume payroll deductions for his or her account at the
beginning of the next Exercise Period within such Offering Period in accordance
with the terms of the Subscription Agreement executed by the undersigned at the
beginning of the Offering Period. The undersigned understands that he or she may
change the payroll deduction rate or the beneficiaries named in such Subscript
ion Agreement by submitting a revised Subscription Agreement.
Name and Address of Participant
---------------------------------------------
---------------------------------------------
---------------------------------------------
Signature
---------------------------------------------
Date:
---------------------
EXHIBIT 5.1
Wilson, Sonsini, Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
October 29, 1996
Sun Microsystems, Inc.
2550 Garcia Avenue
Mountain View, CA 94043
Re: Reigstration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Sun Microsystems, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission on or about October 31, 1996 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 150,000 additional shares of the
Company's Common Stock, par value $.00067 per share (the "Shares"), reserved for
issuance under the 1989 French Stock Option Plan (the "Plan"). As your counsel,
we have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of the
Shares under the Plan.
In our opinion, the Shares, when issued and sold in the manner referred
to in the Plan and pursuant to the agreements which accompany the Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Sincerely,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ WILSON, SONSINI, GOODRICH & ROSATI
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1989 French Stock Option Plan of Sun
Microsystems, Inc., of our reports dated July 16, 1996, with respect to the
consolidated financial statements of Sun Microsystems, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 30, 1996 and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
October 31, 1996
San Jose, California
