<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2001
                                                    REGISTRATION NO. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                             SUN MICROSYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                             94-2805249
       (State or Other Jurisdiction                 (I.R.S. Employer
     of Incorporation or Organization)            Identification Number)

                              901 SAN ANTONIO ROAD
                               PALO ALTO, CA 94303
                                 (650) 960-1300
   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ---------------------------

                        LSC, INCORPORATED 1992 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                          -----------------------------

                                SCOTT G. MCNEALY
                             CHIEF EXECUTIVE OFFICER
                             SUN MICROSYSTEMS, INC.
                              901 SAN ANTONIO ROAD
                               PALO ALTO, CA 94303
                                 (650) 960-1300
            (NAME, ADDRESS AND TELEPHONE NUMBER 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

<TABLE>
<CAPTION>
====================================================================================================================
                                                                          Proposed
                                                                           Maximum       Proposed
                                                           Amount         Offering       Maximum        Amount of
                                                            to be         Price Per     Aggregate     Registration
        Title of Securities to be Registered             Registered       Share (1)   Offering Price       Fee
---------------------------------------------------- ------------------  -----------  --------------  --------------
<S>                                                     <C>                <C>          <C>             <C>
Common Stock, par value $0.00067 per share,
to be issued upon exercise of options granted under
the LSC, Incorporated 1992 Stock Option Plan
(the "Plan")                                             563,472 shares     $8.91        $5,021,545      $1,255.13
====================================================================================================================
</TABLE>

(1)   The Proposed Maximum Offering Price Per Share was computed pursuant to
      Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
      Act") solely for the purpose of calculating the registration fee.
      Computation based on the weighted-average per share exercise price
      (rounded to the nearest cent) of outstanding options under the Plan, the
      underlying shares of which are registered hereby.


<PAGE>   2



             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Sun Microsystems, Inc.
(the "Registrant"):

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended October 1, 2000, December 31, 2000 and April 1, 2001, respectively, filed
pursuant to Section 13(a) of the Exchange Act.

         3. The Registrant's Current Report on Form 8-K filed on December 8,
2000, pursuant to Section 13(a) of the Exchange Act.

         4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock filed pursuant to Section 12(g) of the Exchange Act on
October 24, 1986, as amended.

         5. The Registrant's Registration Statement on Form 8-A/A Amendment No.
9 relating to the Registrant's Common Share Purchase Rights filed pursuant to
Section 12(g) of the Exchange Act on December 20, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or is or was
serving


                                      II-1
<PAGE>   3

at its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 11 of the Restated Certificate of Incorporation of the
Registrant provides in effect that, subject to certain limited exceptions, the
Registrant shall indemnify its directors and officers to the extent authorized
or permitted by the General Corporation Law of the State of Delaware. The
directors and officers of the Registrant are insured under policies of insurance
maintained by the Company, subject to the limits of the policies, against
certain losses arising from any claims made against them by reason of being or
having been such directors or officers. Like indemnification and insurance is
also provided to those employees of the Registrant who serve as administrators
of the Plan. In addition, the Company has entered into contracts with certain of
its directors providing for indemnification of such persons by the Registrant to
the full extent authorized or permitted by law, subject to certain limited
exceptions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              DOCUMENTS
-------                             ---------
<S>      <C>
 4.1     LSC, Incorporated 1992 Stock Option Plan
 5.1     Opinion of Counsel with respect to the legality of the securities being registered
23.1     Consent of Counsel (Contained in Exhibit 5.1)
23.2     Consent of Ernst & Young LLP, Independent Auditors
24.1     Power of Attorney (Contained at page II-3)
</TABLE>

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      II-2
<PAGE>   4

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3


<PAGE>   5



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Palo Alto, State of
California, on this 31st day of May, 2001.

                                        SUN MICROSYSTEMS, INC.



                                        By:  /s/ Michael E. Lehman
                                           -------------------------------
                                           Michael E. Lehman, Executive Vice
                                           President, Corporate Resources and
                                           Chief Financial Officer



                                      II-4


<PAGE>   6


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott G. McNealy and Michael E. Lehman,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.

         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.


<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                                             DATE
---------                                   -----                                             ----
<S>                                         <C>                                               <C>
/s/ Scott G. McNealy                        Chairman of the Board of Directors,               May 31, 2001
------------------------------------        and Chief Executive Officer
Scott G. McNealy                            (Principal Executive Officer)

/s/ Michael E. Lehman                       Executive Vice President, Corporate               May 31, 2001
------------------------------------        Resources and Chief Financial Officer
Michael E. Lehman                           (Principal Financial Officer)

/s/ Michael L. Popov                        Vice President, Corporate Controller              May 31, 2001
------------------------------------        (Principal Accounting Officer)
Michael L. Popov

/s/ James L. Barksdale                      Director                                          May 31, 2001
------------------------------------
James L. Barksdale

/s/ L. John Doerr                           Director                                          May 31, 2001
------------------------------------
L. John Doerr

/s/ Judith L. Estrin                        Director                                          May 31, 2001
------------------------------------
Judith L. Estrin

/s/ Robert J. Fisher                        Director                                          May 31, 2001
------------------------------------
Robert J. Fisher

/s/ Robert L. Long                          Director                                          May 31, 2001
------------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                       Director                                          May 31, 2001
------------------------------------
M. Kenneth Oshman

/s/ Naomi O. Seligman                       Director                                          May 31, 2001
------------------------------------
Naomi O. Seligman
</TABLE>


                                      II-5


<PAGE>   7


                             SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------
<S>      <C>
 4.1     LSC, Incorporated 1992 Stock Option Plan
 5.1     Opinion of Counsel with respect to the legality of the securities being registered
23.1     Consent of Counsel (Contained in Exhibit 5.1)
23.2     Consent of Ernst & Young LLP, Independent Auditors
24.1     Power of Attorney (Contained at page II-3)
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f73064s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16038}]
{"company-data": {"conformed-name": "SUN MICROSYSTEMS INC", "cik": "0000709519", "assigned-sic": "3571", "irs-number": "942805249", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62034", "film-number": "1652126"}, "business-address": {"street1": "901 SAN ANTONIO RD", "city": "PALO ALTO", "state": "CA", "zip": "94303", "phone": "6509601300"}, "mail-address": {"street1": "901 SAN ANTONIO ROAD", "city": "PALO ALTO", "state": "CA", "zip": "94303"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 2001
                                                    REGISTRATION NO. ___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                             SUN MICROSYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                             94-2805249
       (State or Other Jurisdiction                 (I.R.S. Employer
     of Incorporation or Organization)            Identification Number)

                              901 SAN ANTONIO ROAD
                               PALO ALTO, CA 94303
                                 (650) 960-1300
   (ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           ---------------------------

                        LSC, INCORPORATED 1992 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                          -----------------------------

                                SCOTT G. MCNEALY
                             CHIEF EXECUTIVE OFFICER
                             SUN MICROSYSTEMS, INC.
                              901 SAN ANTONIO ROAD
                               PALO ALTO, CA 94303
                                 (650) 960-1300
            (NAME, ADDRESS AND TELEPHONE NUMBER 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
====================================================================================================================
                                                                          Proposed
                                                                           Maximum       Proposed
                                                           Amount         Offering       Maximum        Amount of
                                                            to be         Price Per     Aggregate     Registration
        Title of Securities to be Registered             Registered       Share (1)   Offering Price       Fee
---------------------------------------------------- ------------------  -----------  --------------  --------------
Common Stock, par value $0.00067 per share,
to be issued upon exercise of options granted under
the LSC, Incorporated 1992 Stock Option Plan
(the "Plan")                                             563,472 shares     $8.91        $5,021,545      $1,255.13
====================================================================================================================
(1)   The Proposed Maximum Offering Price Per Share was computed pursuant to
      Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
      Act") solely for the purpose of calculating the registration fee.
      Computation based on the weighted-average per share exercise price
      (rounded to the nearest cent) of outstanding options under the Plan, the
      underlying shares of which are registered hereby.
2

             PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

         There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by Sun Microsystems, Inc.
(the "Registrant"):

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2000, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended October 1, 2000, December 31, 2000 and April 1, 2001, respectively, filed
pursuant to Section 13(a) of the Exchange Act.

         3. The Registrant's Current Report on Form 8-K filed on December 8,
2000, pursuant to Section 13(a) of the Exchange Act.

         4. The Registrant's Registration Statement on Form 8-A relating to the
Registrant's Common Stock filed pursuant to Section 12(g) of the Exchange Act on
October 24, 1986, as amended.

         5. The Registrant's Registration Statement on Form 8-A/A Amendment No.
9 relating to the Registrant's Common Share Purchase Rights filed pursuant to
Section 12(g) of the Exchange Act on December 20, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or is or was
serving

                                      II-1
3

at its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

         Section 11 of the Restated Certificate of Incorporation of the
Registrant provides in effect that, subject to certain limited exceptions, the
Registrant shall indemnify its directors and officers to the extent authorized
or permitted by the General Corporation Law of the State of Delaware. The
directors and officers of the Registrant are insured under policies of insurance
maintained by the Company, subject to the limits of the policies, against
certain losses arising from any claims made against them by reason of being or
having been such directors or officers. Like indemnification and insurance is
also provided to those employees of the Registrant who serve as administrators
of the Plan. In addition, the Company has entered into contracts with certain of
its directors providing for indemnification of such persons by the Registrant to
the full extent authorized or permitted by law, subject to certain limited
exceptions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NUMBER                              DOCUMENTS
-------                             ---------
4.1     LSC, Incorporated 1992 Stock Option Plan
 5.1     Opinion of Counsel with respect to the legality of the securities being registered
23.1     Consent of Counsel (Contained in Exhibit 5.1)
23.2     Consent of Ernst & Young LLP, Independent Auditors
24.1     Power of Attorney (Contained at page II-3)
ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      II-2
4

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 Palo Alto, State of
California, on this 31st day of May, 2001.

                                        SUN MICROSYSTEMS, INC.

                                        By:  /s/ Michael E. Lehman
                                           -------------------------------
                                           Michael E. Lehman, Executive Vice
                                           President, Corporate Resources and
                                           Chief Financial Officer

                                      II-4
6

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott G. McNealy and Michael E. Lehman,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8 and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.

         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                        Chairman of the Board of Directors,               May 31, 2001
------------------------------------        and Chief Executive Officer
Scott G. McNealy                            (Principal Executive Officer)

/s/ Michael E. Lehman                       Executive Vice President, Corporate               May 31, 2001
------------------------------------        Resources and Chief Financial Officer
Michael E. Lehman                           (Principal Financial Officer)

/s/ Michael L. Popov                        Vice President, Corporate Controller              May 31, 2001
------------------------------------        (Principal Accounting Officer)
Michael L. Popov

/s/ James L. Barksdale                      Director                                          May 31, 2001
------------------------------------
James L. Barksdale

/s/ L. John Doerr                           Director                                          May 31, 2001
------------------------------------
L. John Doerr

/s/ Judith L. Estrin                        Director                                          May 31, 2001
------------------------------------
Judith L. Estrin

/s/ Robert J. Fisher                        Director                                          May 31, 2001
------------------------------------
Robert J. Fisher

/s/ Robert L. Long                          Director                                          May 31, 2001
------------------------------------
Robert L. Long

/s/ M. Kenneth Oshman                       Director                                          May 31, 2001
------------------------------------
M. Kenneth Oshman

/s/ Naomi O. Seligman                       Director                                          May 31, 2001
------------------------------------
Naomi O. Seligman
II-5
7

                             SUN MICROSYSTEMS, INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                              DESCRIPTION
-------                             -----------
4.1     LSC, Incorporated 1992 Stock Option Plan
 5.1     Opinion of Counsel with respect to the legality of the securities being registered
23.1     Consent of Counsel (Contained in Exhibit 5.1)
23.2     Consent of Ernst & Young LLP, Independent Auditors
24.1     Power of Attorney (Contained at page II-3)