---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

---

 

FORM 8-K

 

---

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 26, 2005

 

---

 

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)		(IRS Employer Identification No.)

 

4150 Network Circle Santa Clara, California		95054-1778
(Address of Principal Executive Offices)		(Zip Code)

 

(650) 960-1300

(Registrant’s telephone number, including area code)

 

N/A

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

 

---

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

---

---

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On October 26, 2005, Stephen T. McGowan notified Sun Microsystems, Inc. of his intention to retire from his position as Chief Financial Officer and Executive Vice President, Corporate Resources at the end of fiscal year 2006.

 

A copy of a press release issued on October 27, 2005 announcing Mr. McGowan’s intention to retire is attached to this Report as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

The following exhibit is filed herewith:

 

Exhibit Number		Description
99.1		Text of press release issued by Sun Microsystems, Inc., dated October 27, 2005, titled “Sun Microsystems Announces Retirement of Chief Financial Officer Steve McGowan at the End of Fiscal 2006; Company Launches Immediate Search for Successor.”

---

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: October 28, 2005