Dear Charles: I'm not sure there are enough shares for a split, either. I'll have to take a closer look at the following when I have some time later today.
For now, you are correct that employee options were taken into account with the increase in shares voted upon last year. Here is the relevant section of SUNW's 1999 proxy. From a *really* quick look, it appears there are approximately 1,462,985,828 unissued shares right now:
Without this increase in authorized shares, Sun would not have enough
authorized but unissued shares of Common Stock to double the number of its outstanding
shares (including shares granted or reserved for issuance under its Employee Stock Plans)
as a result of the Stock Split.
Current Use of Shares
As of September 14, 1999, Sun has approximately 780,552,918 shares of Common Stock
outstanding and approximately 225,047,168 shares reserved for issuance under Sun's
Employee Stock Plans, of which, approximately 105,077,376 are covered by outstanding
options and approximately 119,969,792 are available for grant or purchase. Therefore, Sun's
total share requirement prior to the Stock Split is 1,005,600,086 shares (the "Share
Requirement"). In addition, as of September 14, 1999, 10,000,000 shares of Common Stock
were set aside for issuance with respect to the possible conversion of Sun's authorized but
unissued shares of Preferred Stock. Sun has two shelf registration statements on file with the
Securities and Exchange Commission relating to the registration for public offering of senior
and subordinated debt securities and common and preferred stock with an aggregate initial
public offering price of up to $2,500,000,000 remaining and available for issuance
thereunder. These shelf registration statements have been declared effective by the
Securities and Exchange Commission, one on October 24, 1997 and one on July 14, 1999.
Sun may choose to offer, from time to time, the debt securities and common and preferred
stock in one or more separate series, in amounts, at prices and on terms to be set forth in the
prospectus contained in the registration statements and in one or more supplements to the
prospectus. In connection with Sun's proposed acquisition of Forte Software, Inc., Sun filed a
registration statement on Form S-4, registering up to 24,500,000 shares of Common Stock to
be issued to holders of Forte Common Stock upon exchange of their Forte shares. In
addition, Forte options outstanding as of August 23, 1999 would convert into approximately
1,407,000 shares of Sun Common Stock upon the closing of the acquisition. Sun also wishes
to increase the number of shares of its Common Stock reserved for issuance under its 1990
Long-Term Equity Incentive Plan by 37,000,000 shares as described in more detail in
Proposal III. In the event stockholder approval of this proposal and Proposal III is obtained and
assuming the proposed Forte acquisition closes, following the effectiveness of the
Amendment and the Stock Split, the Share Requirement would increase to 2,137,014,172
and, accordingly, Sun would have a total of 1,462,985,828 authorized and unissued shares
remaining available pursuant to its Certificate.
[end of proxy section]
sun.com
More on the increase of shares is in, "PROPOSAL III: AMENDMENTS TO 1990 LONG-TERM EQUITY INCENTIVE PLAN," if anyone is interested.
Regards,
Lynn |
