Post-Effective Amendment No. 1 to Form S-8

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