SUN MICROSYSTEMS INC
8-K, 1999-07-23
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<PAGE>   1
                       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



                                  July 22, 1999
- --------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported):


                             SUN MICROSYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                 <C>                      <C>
Delaware                              0-15086                   94-2805249
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission                (IRS Employer
  of incorporation)                 File Number)             Identification No.)
</TABLE>

<TABLE>
<S>                                                          <C>
901 San Antonio Road, Palo Alto, California                     94303
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)
</TABLE>

Registrant's telephone number, including area code:             (650) 960-1300
                                                      --------------------------

         N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE>   2

ITEM 5.   OTHER EVENTS

     On July 22, 1999, the Company reported its earnings for the quarter and
fiscal year ended June 30, 1999.

     The Company's revenues for the fourth quarter were a record $3.515 billion,
up 22 percent compared with the fourth quarter of fiscal 1998. The Company's net
income for the fourth quarter reached an all time high of $395 million, compared
with last year's net income of $288 million (excluding a charge related to an
acquisition), up 37%. The Company's fourth quarter earnings per share was $.48,
compared with the previous year's earnings per share of $.37 (excluding the
charge related to an acquisition), an increase of 30 percent. Including the
charge related to an acquisition, the Company's net income and earnings per
share for the fourth quarter of fiscal year 1998 were reported as $273 million
and $.35, respectively.

     For the full 1999 fiscal year, the Company reported revenues of $11.726
billion, up 20 percent over the prior year. The Company's net income for the
fiscal year was $1.157 billion, up 28 percent over the prior year (excluding
acquisition-related charges for fiscal years 1998 and 1999). The Company's
earnings per share for the year was $1.42, an increase of 23 percent from the
previous year's results (excluding acquisition-related charges for fiscal years
1998 and 1999). Including acquisition-related charges, the Company's net income
and earnings per share for the fiscal year 1999 were $1.031 billion and $1.27,
respectively.

     All earnings per share amounts represent diluted earnings per share as
defined within Statement of Financial Accounting Standards No. 128.

     Attached hereto as Exhibit 99.1 and incorporated herein by reference are
the Company's Condensed Consolidated Statements of Income, Pro Forma Condensed
Consolidated Statements of Income and Condensed Consolidated Balance Sheets for
the three months ended June 30, 1999 and the fiscal year ended June 30, 1999.
The operating results for any periods are not necessarily indicative of results
for an subsequent period.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)   Exhibits

                99.1 Condensed Consolidated Financial Statements for
                     Registrant's fiscal quarter and year ended June 30, 1999.

<PAGE>   3


                                   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: July 23, 1999               SUN MICROSYSTEMS, INC.



                                       By: /s/  MICHAEL E. LEHMAN
                                           ------------------------------
                                           Michael E. Lehman
                                           Vice President, Corporate Resources
                                           and Chief Financial Officer

<PAGE>   4

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
- -------
<S>           <C>
 99.1         Condensed Consolidated Financial Statements for Registrant's fiscal
              quarter and year ended June 30, 1999.

</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1

                             SUN MICROSYSTEMS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                         THREE MONTHS
                                                             ENDED                     FISCAL YEAR ENDED
                                                          (unaudited)
                                                  --------------------------      --------------------------
                                                  June 30,          June 30,        June 30,       June 30,
                                                    1999              1998           1999            1998
                                                  --------------------------      --------------------------
<S>                                               <C>             <C>             <C>             <C>
Net revenues                                      $3,514,645      $2,881,065      $11,726,297     $9,790,840

Costs and expenses:
  Cost of sales                                    1,688,289       1,392,636        5,648,360      4,693,336
  Research and development                           352,611         279,166        1,262,517      1,013,782
  Selling, general and administrative                909,912         792,715        3,172,955      2,777,264
  In-process research and development                      0          14,100          120,700        176,384
                                                   ---------       ---------       ----------      ---------
     Total costs and expenses                      2,950,812       2,478,617       10,204,532      8,660,766
                                                   ---------       ---------       ----------      ---------
Operating income                                     563,833         402,448        1,521,765      1,130,074

Interest income, net                                  25,908          12,958           83,924         46,092
                                                   ---------       ---------       ----------      ---------
Income before income taxes                           589,741         415,406        1,605,689      1,176,166

Provision for income taxes                           194,571         142,418          574,355        413,304
                                                   ---------       ---------       ----------      ---------
Net income                                          $395,170        $272,988       $1,031,334       $762,862
                                                   =========       =========       ==========      =========
Net income per common
  share - basic                                        $0.51           $0.36            $1.35          $1.02
                                                   =========       =========       ==========      =========
Net income per common
  share - diluted                                      $0.48           $0.35            $1.27          $0.97
                                                   =========       =========       ==========      =========
Shares used in the calculation
  of net income per share
  - basic                                            773,900         748,898          765,853        747,456
                                                   =========       =========       ==========      =========
Shares used in the calculation
  of net income per share
  - diluted                                          827,695         788,256          814,241        788,548
                                                   =========       =========       ==========      =========
</TABLE>

<PAGE>   2

                             SUN MICROSYSTEMS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)



<TABLE>
<CAPTION>
                                                 JUNE 30,        JUNE 30,
                                                   1999            1998
                                                 --------        --------
<S>                                             <C>             <C>
ASSETS

Current assets:

  Cash, cash equivalents and short-term
  investments                                   $2,665,051      $1,298,452

  Accounts receivable, net                       2,286,911       1,845,765

  Inventories                                      307,873         346,446

  Other current assets                             856,515         656,862
                                                ----------      ----------
     Total current assets                        6,116,350       4,147,525

Property, plant and equipment, net               1,608,921       1,300,612

Other assets, net                                  695,081         262,925
                                                ----------      ----------
                                                $8,420,352      $5,711,062
                                                ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

  Short-term borrowings                             $1,646          $7,169

  Accounts payable                                 753,838         495,603

  Accrued liabilities                            1,646,565       1,166,491

  Income taxes payable                             402,813         188,641

  Other current liabilities                        422,115         264,967
                                                ----------      ----------
     Total current liabilities                   3,226,977       2,122,871

Long-term debt and other obligations               381,595          74,563

Stockholders' equity                             4,811,780       3,513,628
                                                ----------      ----------
                                                $8,420,352      $5,711,062
                                                ==========      ==========
</TABLE>
<PAGE>   3
                             SUN MICROSYSTEMS, INC.
              PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      EXCLUDING ACQUISITION-RELATED CHARGES
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED                FISCAL YEAR ENDED
                                                    (unaudited)                      (unaudited)
                                            -------------------------        ---------------------------
                                             June 30,       June 30,           June 30,       June 30,
                                               1999           1998              1999           1998
                                            ----------     ----------        -----------     ----------
<S>                                         <C>            <C>               <C>             <C>
Net revenues                                $3,514,645     $2,881,065        $11,726,297     $9,790,840

Costs and expenses:
Cost of sales                                1,688,289      1,392,636          5,648,360      4,693,336
Research and development                       352,611        279,166          1,262,517      1,013,782
Selling, general and administrative            909,912        792,715          3,172,955      2,777,264
                                            ----------     ----------        -----------     ----------
   Total costs and expenses                  2,950,812      2,464,517         10,083,832      8,484,382
                                            ----------     ----------        -----------     ----------
Operating income                               563,833        416,548          1,642,465      1,306,458

Interest income, net                            25,908         12,958             83,924         46,092
                                            ----------     ----------        -----------     ----------
Income before income taxes                     589,741        429,506          1,726,389      1,352,550

Provision for income taxes                     194,571        141,737            569,664        446,333
                                            ----------     ----------        -----------     ----------
Net income                                    $395,170       $287,769         $1,156,725       $906,217
                                            ==========     ==========        ===========     ==========
Net income per common
share - basic                                    $0.51          $0.38              $1.51          $1.21
                                            ==========     ==========        ===========     ==========
Net income per common
share - diluted                                  $0.48          $0.37              $1.42          $1.15
                                            ==========     ==========        ===========     ==========
Shares used in the calculation
of net income per share
- - basic                                        773,900        748,898            765,853        747,456
                                            ==========     ==========        ===========     ==========
Shares used in the calculation
of net income per share
- - diluted                                      827,695        788,256            814,241        788,548
                                            ==========     ==========        ===========     ==========
</TABLE>

Notes: The above pro forma amounts have been adjusted to eliminate
       acquisition-related charges of $14.1 million, $120.7 million, and $176.4
       million for in-process R&D and the related income tax effects for the
       three months ended June 30, 1998, and the twelve months ended June 30,
       1999 and 1998, respectively.


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