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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
December 7, 2000
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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.)
901 San Antonio Road, Palo Alto, California 94303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 960-1300
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On September 18, 2000, the registrant entered into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement") by and among the
registrant, Azure Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of the registrant ("Merger Sub"), and Cobalt Networks,
Inc., a Delaware corporation ("Cobalt"), pursuant to which Merger Sub would be
merged with and into Cobalt, with Cobalt surviving the merger as a wholly-owned
subsidiary of the registrant, and each share of Cobalt common stock issued and
outstanding at the effective time of the merger would be cancelled and converted
into the right to receive 0.50 of a share of common stock of the registrant
(including the associated rights under the registrant's stockholder rights
plan).
On December 7, 2000, the registrant closed the transactions
contemplated by the Merger Agreement, including the merger of Merger Sub and
Cobalt. As a result of the merger, each issued and outstanding share of Cobalt
common stock was cancelled and converted into the right to receive one share of
common stock of the registrant. The exchange ratio for the merger was adjusted
from the exchange ratio of 0.50-for-one reflected in the Merger Agreement to a
new exchange ratio of one-for-one as a result of the two-for-one forward stock
split of the common stock of the registrant, which was paid in the form of a
stock dividend on December 6, 2000.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated December 7, 2000.
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: December 7, 2000 SUN MICROSYSTEMS, INC.
By: /s/ JONATHAN I. SCHWARTZ
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Jonathan I. Schwartz
Senior Vice President, Corporate
Strategy and Planning
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INDEX TO EXHIBITS
Exhibit
99.1 Press Release dated December 7, 2000
EXHIBIT 99.1
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