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As filed with the Securities and Exchange Commission on March __, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Sony Kabushiki Kaisha
(Exact name of registrant as specified in its charter)
Sony Corporation
(Translation of Registrant's name into English)
Japan N/A
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
c/o 7-35, Kitashingawa 6-chome
Shingawa-ku
Tokyo 141-0001
Japan
(Address of principal executive offices)
The First Series of Stock Acquisition Rights for
Shares of Common Stock of Sony Corporation
The Third Series of Stock Acquisition Rights for
Shares of Common Stock of Sony Corporation
(Full title of the plans)
Sony Corporation of America
550 Madison Avenue, 33rd Floor
New York, New York 10022-3211
c/o Ann Dustman
212-833-6849
(Name, address and telephone number of agent for service)
Copy to:
Arthur H. Kohn, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
CALCULATION OF REGISTRATION FEE
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Name of Plan Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Fee(2)
Registered Share(2) Price(2)
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First Series of Stock Common Stock (3) 107,200 (Y) 5,396 (Y) 578,451,200 $389.77
Acquisition Rights for ($44.943) ($4,817,920)
Shares of Common Stock
of Sony Corporation
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Third Series of Stock Common Stock (3) 1,447,500 $36.57 $52,935,075 $4282.45
Acquisition Rights for
Shares of Common Stock
of Sony Corporation
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Total N/A $4672.22
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(1) Consists of shares of common stock (the "Common Stock") of Sony Corporation
(the "Registrant") to be issued upon the exercise of stock acquisition rights
granted pursuant to the First Series of Stock Acquisition Rights for Shares of
Common Stock of Sony Corporation (the "Sony Japan Plan") and the Third Series of
Stock Acquisition Rights for Shares of Common Stock of Sony Corporation
(collectively, the "Plans"). Such indeterminable number of additional shares of
Common Stock as may be issuable pursuant to the operation of the
recapitalization and adjustment provisions of the Plans are also registered
hereby.
(2) The Proposed Maximum Offering Price per Share of Common Stock has been
calculated pursuant to Rule 457(h) under the Securities Act based on the
respective prices at which such options may be exercised. With respect to
options issued under the Sony Japan Plan, the exercise prices were expressed in
Japanese yen and converted to U.S. dollars based on the New York foreign
exchange mid-range rate of (Y) 1 = $0.008329 as quoted on March 26, 2003 by
Reuters and other sources and published in the Wall Street Journal on March 27,
2003.
(3) American Depositary Receipts issuable upon the deposit of the Common Stock
registered hereby have been or will be registered under a separate registration
statement on Form F-6. Each American Depositary Receipt will represent one share
of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished.
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended March 31, 2002 (No. 001-06439) filed by the Registrant with the Commission
on June 28, 2002, including the description of the Common Stock of the
Registrant contained under the caption "Capital Stock" under "Additional
Information" in such Annual Report; and
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since June 28, 2002.
In addition, all of the Registrant's reports filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the
date of this Registration Statement and prior to filing a post-effective
amendment which indicates that all securities offered hereby 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 a part hereof
from the date of filing of such reports.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Articles 254 and 280 of the Commercial Code of Japan make the
provisions of Section 10, Chapter 2, Book III of the Civil Code of Japan
applicable to the relationship between the Registrant and its directors and
statutory auditors, respectively.
Section 10, among other things, provides in effect that:
(a) If a director or a statutory auditor of a company has defrayed any
expenses which are considered necessary for the management of the affairs of
such company entrusted to him, he may demand reimbursement therefor from the
company.
(b) If a director or a statutory auditor has assumed an obligation
necessary for the management of the affairs entrusted to him, he may require the
company to perform it in his place or, if it is not due, to furnish adequate
security; and
(c) If a director or statutory auditor, without any fault on his part,
sustains damage through the management of the affairs entrusted to him, he may
demand compensation therefor from the company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):
4.1 Allocation Agreement (including Terms and Conditions) for The First
Series of Stock Acquisition Rights for Shares of Common Stock of Sony
Corporation (English translation thereof)
4.2 Allocation Agreement (including Terms and Conditions) for The Third
Series of Stock Acquisition Rights for Shares of Common Stock of Sony
Corporation
4.3 Articles of Incorporation of the Registrant, as amended (English
translation thereof) (filed as an exhibit to the Registrant's Annual Report on
Form 20-F for the fiscal year ended March 31, 2002 (No. 001-06439) and
incorporated herein by reference)
4.4 Regulations of the Board of Directors of the Registrant, as amended
(English translation thereof), (filed as an exhibit to the Registrant's Annual
Report on Form 20-F for the fiscal year ended March 31, 2000 (No. 001-06439) and
incorporated herein by reference)
5.1 Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant,
as to the legality of the Common Stock being registered
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Nagashima Ohno & Tsunematsu, counsel to the Registrant
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature pages)
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: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; (iii) 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; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference 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.
(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 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant, Sony Corporation, 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 Japan on the 28th day of March,
2003.
SONY CORPORATION
By: /s/ Yasunori Kirihara
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Yasunori Kirihara
Senior General Manager
Global Organization & HR Strategy
POWER OF ATTORNEY
We, the undersigned directors and officers of Sony Corporation
(the "Company"), do hereby severally constitute and appoint Teruhisa Tokunaka,
Yasunori Kirihara and Mary Jo Green each our true and lawful attorneys and
agents, to do any and all acts and things in our name and on our behalf in our
capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and
agents, or any of them, may deem necessary or advisable to enable said Company
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the Registration Statement of the Company on Form S-8 including
specifically, but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto; and we do each hereby ratify and
confirm all that said attorneys and agents, or any one of the them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be executed in
multiple counterparts, each of which shall be deemed an original, but which
taken together shall constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the indicated capacities on the 28th day of March, 2003.
Name Title
---- -----
/s/ Nobuyuki Idei Representative Director, Chairman and Chief
------------------------- Executive Officer
Nobuyuki Idei
/s/ Kunitake Ando Representative Director, President and Chief
------------------------- Operating Officer
Kunitake Ando
/s/ Teruhisa Tokunaka Representative Director, Executive Deputy
------------------------- President and Chief Financial Officer
Teruhisa Tokunaka
/s/ Minoru Morio Director, Vice Chairman
-------------------------
Minoru Morio
/s/ Teruo Masaki Director, Corporate Senior Executive Vice
------------------------- President and Group General Counsel
Teruo Masaki
/s/ Howard Stringer Director
-------------------------
Howard Stringer
/s/ Ken Kutaragi Director
-------------------------
Ken Kutaragi
/s/ Iwao Nakatani Director
-------------------------
Iwao Nakatani
/s/ Goran Lindahl Director
-------------------------
Goran Lindahl
------------------------- Director
Akishige Okada
/s/ Mary Jo Green Authorized U.S. Representative
-------------------------
Mary Jo Green
EXHIBIT INDEX
Sequentially Numbered
Exhibit No. Description Method of Filing Page Location
----------------------- -------------------------------- -------------------------------------- --------------------------
4.1 Allocation Agreement Filed herewith
(including Terms and
Conditions) for The First
Series of Stock Acquisition
Rights for Shares of Common
Stock of Sony Corporation
(English translation thereof)
4.2 Allocation Agreement Filed herewith
(including Terms and
Conditions) for The Third
Series of Stock Acquisition
Rights for Shares of Common
Stock of Sony Corporation
4.3 Articles of Incorporation of Filed as an exhibit to the --
the Registrant, as amended Registrant's Annual Report on Form
(English translation thereof) 20-F for the fiscal year ended March
31, 2002 (No. 001-06439) and
incorporated herein by reference
4.4 Regulations of the Board of Filed as an exhibit to the --
Directors of the Registrant, Registrant's Annual Report on Form
as amended (English 20-F for the fiscal year ended March
translation thereof) 31, 2000 (No. 001-06439) and
incorporated herein by reference
5.1 Opinion of Nagashima Ohno & Filed herewith
Tsunematsu, counsel to the
Registrant, as to the legality
of the common stock being
registered hereby
23.1 Consent of Filed herewith
PricewaterhouseCoopers
23.2 Consent of Nagashima Ohno & Included in Exhibit 5.1 --
Tsunematsu, counsel to the
Registrant
24.1 Power of Attorney Included on Signature Pages --