INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents filed with the Securities and Exchange Commission (the “Commission”), are incorporated as of their respective dates in this registration statement on Form S-8 (this “Registration Statement”) by reference.

 

(a)  The Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2008 filed on June 25, 2008 (Commission File No. 001-14948); and

 

(b)  The description of the Registrant’s Shares, registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in “Item 9.  The Offer and Listing” and “Item 10.  Additional Information,” respectively, of the Form 20-F described in, and incorporated by reference in, paragraph (a) above.

 

All other documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that 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 a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.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 required.

 

Item 5.

Interests of Named Experts and Counsel.

 

None.

 

Item 6.

Indemnification of Directors and Officers.

 

Article 330 of the Corporation Act of Japan (the “Corporation Act”) makes the provisions of Section 10, Chapter 2, Book III of the Civil Code of Japan applicable to the relationship between Toyota and its directors and corporate auditors.  Section 10, among other things, provides in effect that:

 

(1)  Any director or corporate auditor of a company may demand advance payment of expenses which are considered necessary for the management of the affairs of such company entrusted to him;

 

(2)  If a director or a corporate 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;

 

(3)  If a director or a corporate 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

 

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(4)  If a director or a corporate 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.

Under Article 388 of the Corporation Act, a company may not refuse a demand from a corporate auditor referred to in subparagraphs (1) through (3) above unless the company establishes that the relevant expense or obligation was or is not necessary for the performance of the corporate auditor's duties.

Toyota maintains insurance on behalf of its directors and corporate auditors against liabilities asserted against them in shareholder derivative or other lawsuits.

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

See attached Exhibit list.

 

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 this 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 this Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)           That, for the purpose of determining any liabilities 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 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 the registration statement shall be deemed

 

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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 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.

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant 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 Aichi Prefecture, Japan on the 19th day of June, 2009.

 

	TOYOTA MOTOR CORPORATION
	By:	/s/ Tatsuro Ueda
		Name:	Tatsuro Ueda
		Title:	Human Resources Div.
			General Manager

 

 

 

 

 

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

 

Pursuant to the requirements of the Securities Act the undersigned, the duly authorized representative in the United States of Toyota Motor Corporation has signed this Registration Statement or amendment thereto on June 19, 2009.

 

	Toyota Motor North America, Inc.
	By:	/s/ Dian Ogilvie
		Name:	Dian Ogilvie
		Title:	Authorized Signatory

 

 

 

 

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Tatsuro Ueda as such person’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments and supplements, and registrations statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 19th day of June, 2009.

                                                                

Signature		Capacity
/s/ Fujio Cho		Chairman of the Board
Fujio Cho
/s/  Katsuhiro Nakagawa		Vice Chairman of the Board
Katsuhiro Nakagawa
/s/ Kazuo Okamoto		Vice Chairman of the Board
Kazuo Okamoto
/s/ Katsuaki Watanabe		President, Member of the Board
Katsuaki Watanabe
/s/ Kyoji Sasazu		Executive Vice President, Member of the Board
Kyoji Sasazu
/s/ Mitsuo Kinoshita		Executive Vice President, Member of the Board
Mitsuo Kinoshita
/s/ Takeshi Uchiyamada		Executive Vice President, Member of the Board
Takeshi Uchiyamada
/s/ Masatami Takimoto		Executive Vice President, Member of the Board
Masatami Takimoto
/s/ Akio Toyoda		Executive Vice President, Member of the Board
Akio Toyoda
		Senior Managing Director, Member of the Board
Yukitoshi Funo
/s/ Atsushi Niimi		Senior Managing Director, Member of the Board
Atsushi Niimi
/s/ Hiroshi Takada		Senior Managing Director, Member of the Board
Hiroshi Takada

 

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/s/ Teiji Tachibana		Senior Managing Director, Member of the Board
Teiji Tachibana
/s/ Shinichi Sasaki		Senior Managing Director, Member of the Board
Shinichi Sasaki
/s/ Akira Okabe		Senior Managing Director, Member of the Board
Akira Okabe
/s/ Yoichiro Ichimaru		Senior Managing Director, Member of the Board
Yoichiro Ichimaru
/s/ Shoji Ikawa		Senior Managing Director, Member of the Board
Shoji Ikawa
/s/ Koichi Ina		Senior Managing Director, Member of the Board
Koichi Ina
/s/ Shinzo Kobuki		Senior Managing Director, Member of the Board
Shinzo Kobuki
		Senior Managing Director, Member of the Board
Akira Sasaki
		Senior Managing Director, Member of the Board
Tadashi Arashima
/s/ Mamoru Furuhashi		Senior Managing Director, Member of the Board
Mamoru Furuhashi
/s/ Satoshi Ozawa		Senior Managing Director, Member of the Board
Satoshi Ozawa
/s/ Iwao Nihashi		Senior Managing Director, Member of the Board
Iwao Nihashi
/s/ Yasuhiko Ichihashi		Senior Managing Director, Member of the Board
Yasuhiko Ichihashi
		Senior Managing Director, Member of the Board
Tadashi Yamashina
/s/ Takahiko Ijichi		Senior Managing Director, Member of the Board
Takahiko Ijichi
		Senior Managing Director, Member of the Board
Tetsuo Agata
		Honorary Chairman, Member of the Board
Shoichiro Toyoda
		Senior Advisor, Member of the Board
Hiroshi Okuda

 

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EXHIBIT INDEX

 

Number

Title of Exhibit

 

*4.1

Form of Agreement for the Grant of Options to Acquire Common Shares of Toyota Motor Corporation for participants under the 2007 Employee Share Option Program.

 

*4.2

Form of Agreement for the Grant of Options to Acquire Common Shares of Toyota Motor Corporation for participants under the 2008 Employee Share Option Program.

 

4.3

Amended and Restated Articles of Incorporation of the Registrant (English translation) (incorporated by reference to Exhibit 1.1 to Toyota’s Annual Report on Form 20-F for the fiscal year ended March 31, 2006 filed with the SEC on June 26, 2006 (file no. 001-14948)).

 

4.4

Amended and Restated Regulations of the Board of Directors of the Registrant (English translation) (incorporated by reference to Exhibit 1.2 to Toyota’s Annual Report on Form 20-F for the fiscal year ended March 31, 2006 filed with the SEC on June 26, 2006 (file no. 001-14948)).

 

4.5

Amended and Restated Regulations of the Board of Corporate Auditors of the Registrant (English translation) (incorporated by reference to Exhibit 3.3 to Toyota’s Registration Statement on Form F-3 filed with the SEC on November 7, 2006 (file no. 333-138469)).

 

4.6

Amended and Restated Share Handling Regulations of the Registrant (English translation) (incorporated by reference to Exhibit 2.1 to Toyota’s Annual Report on Form 20-F for the fiscal year ended March 31, 2006 filed with the SEC on June 26, 2006 (file no. 001-14948)).

 

4.7

Form of Deposit Agreement among the Registrant, The Bank of New York, as depositary, and owners and beneficial owners from time to time of America Depositary Receipts, including the forms of American Depositary Receipt (incorporated by reference to Exhibit 1 to Toyota’s Registration Statement on Form F-6 filed with the SEC on November 7, 2006 (file no. 333-138477)).

 

4.8

Form of ADR (included in Exhibit 4.7).

 

*5

Opinion and Consent of Nagashima Ohno & Tsunematsu as to the legality of securities being registered.

 

	*23.1	Consent of PricewaterhouseCoopers Aarata.
	23.2	Consent of Nagashima Ohno & Tsunematsu (contained in opinion filed as Exhibit 5).
	24	Powers of Attorney (contained in the signature page of the Registration Statement).

_____________________________

*  Filed herewith.

 

 

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