8-K

UNITED STATES
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

September 30, 2002

Date of Report (date of earliest event reported)

SUN MICROSYSTEMS, INC.

(Exact name of Registrant as specified in its charter)

Delaware	0-15086	94-2805249
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

4150 Network Circle
Santa Clara, CA 95054-1778

(Address of principal executive offices)

(650) 960-1300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events

     On September 30, 2002, Sun Microsystems, Inc. submitted to the Securities and Exchange Commission the Statements under Oath of Principal Executive Officer and Principal Financial Officer in accordance with the SEC’s June 27, 2002 Order requiring the filing of sworn statements pursuant to Section 21(a)(1) of the Securities and Exchange Act of 1934.

Item 7. Financial Statements and Exhibits

(c)	Exhibits
	The following exhibits are filed herewith:

Exhibit
Number	Description
99.1	Statement Under Oath of Scott G. McNealy, Principal Executive Officer of Sun Microsystems, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	Statement Under Oath of Stephen T. McGowan, Principal Financial Officer of Sun Microsystems, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings.

SIGNATURE

     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.

	SUN MICROSYSTEMS, INC.
Date: September 30, 2002	By:	/s/ Stephen T. McGowan
		Stephen T. McGowan Chief Financial Officer and Executive Vice President, Corporate Resources

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Statement Under Oath of Scott G. McNealy, Principal Executive Officer of Sun Microsystems, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	Statement Under Oath of Stephen T. McGowan, Principal Financial Officer of Sun Microsystems, Inc., Regarding Facts and Circumstances Relating to Exchange Act Filings.

EX-99.1 3 f84594exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Scott G. McNealy, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Sun Microsystems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the Fiscal Year ended June 30, 2002 of Sun Microsystems, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Sun Microsystems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this 30th day of September 2002.
/s/ Scott G. McNealy	/s/ Joyce E. Arthur
Scott G. McNealy September 30, 2002	Notary Public My Commission Expires: July 23, 2004

EX-99.2 4 f84594exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Stephen T. McGowan, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Sun Microsystems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)	I have reviewed the contents of this statement with the Company’s audit committee.
(3)	In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the Fiscal Year ended June 30, 2002 of Sun Microsystems, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Sun Microsystems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

	Subscribed and sworn to before me this 30th day of September 2002.
/s/ Stephen T. McGowan	/s/ Joyce E. Arthur
Stephen T. McGowan September 30, 2002	Notary Public My Commission Expires: July 23, 2004

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EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2