As filed with the Securities and Exchange Commission on February 3, 2006
Registration No. 333-114551
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SUN MICROSYSTEMS, INC.
(Exact Name of Registrant as specified in its charter)
| Delaware | 4150 Network Circle Santa Clara, CA 95054 |
94-2805249 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Address, including zip code, of Registrant’s Principal Executive Offices) |
(I.R.S. Employer Identification Number) |
SUN MICROSYSTEMS, INC.
U.S. NON-QUALIFIED DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
Scott G. McNealy
Chief Executive Officer
SUN MICROSYSTEMS, INC.
4150 Network Circle
Santa Clara, CA 95054
(650) 960-1300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 is to deregister deferred compensation obligations registered for issuance pursuant to the Sun Microsystems, Inc. U.S. Non-Qualified Deferred Compensation Plan (the “Plan”).
On April 16, 2004, Sun Microsystems, Inc. (the “Registrant”) registered a total of $30,000,000 in deferred compensation obligations with the Securities and Exchange Commission for issuance under the Plan, pursuant to a Registration Statement on Form S-8, Registration No. 333-114551. As of the date of this Post-Effective Amendment No. 1, an aggregate of $17,710,000 of the previously registered deferred compensation obligations remain unissued under the Plan. The Registrant is filing this Post-Effective Amendment No. 1 to deregister the $17,710,000 in deferred compensation obligations previously registered under the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Sun Microsystems, Inc., 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 Santa Clara, State of California, on February 3, 2006.
| SUN MICROSYSTEMS, INC. | ||
| By: |
/s/ Stephen T. McGowan | |
| Stephen T. McGowan | ||
| Chief Financial Officer and Executive Vice | ||
| President, Corporate Resources | ||
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 Scott G. McNealy |
Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) |
February 3, 2006 | ||
| /s/ Stephen T. McGowan Stephen T. McGowan |
Chief Financial Officer and Executive Vice President, Corporate Resources (Principal Financial Officer) |
February 3, 2006 | ||
| /s/ Barry J. Plaga Barry J. Plaga |
Vice President and Corporate Controller (Principal Accounting Officer) |
February 3, 2006 | ||
| /s/ James L. Barksdale James L. Barksdale |
Director | February 3, 2006 | ||
| /s/ Stephen M. Bennett Stephen M. Bennett |
Director | February 3, 2006 | ||
| /s/ L. John Doerr L. John Doerr |
Director | February 3, 2006 | ||
| /s/ Robert J. Fisher Robert J. Fisher |
Director | February 3, 2006 | ||
| /s/ Michael E. Lehman Michael E. Lehman |
Director | February 3, 2006 | ||
| /s/ Patricia E. Mitchell Patricia E. Mitchell |
Director | February 3, 2006 | ||
| /s/ M. Kenneth Oshman M. Kenneth Oshman |
Director | February 3, 2006 | ||
| /s/ Naomi O. Seligman Naomi O. Seligman |
Director | February 3, 2006 | ||