Actionable news
0
All posts from Actionable news
Actionable news in SNE: SONY CORPORATION ADS,

Securities to be offered to employees in employee benefit plans

Registration No. 333

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)

c/o 7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan

(Address of principal executive offices)

The Thirtieth Series of Stock Acquisition Rights for
Shares of Common Stock of Sony Corporation

The Thirty-First 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, 33 rd Floor
New York, New York 10022-3211
Attn.: Office of the General Counsel
212-833-4625

(Name, address and telephone number of agent for service)

Copy to:
Arthur H. Kohn, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Sony Corp. Form S-8 Filed with the U.S. Securities
and Exchange Commission in connection with the
Thirtieth and Thirty-First Series of Stock
Acquisition Rights of Sony Corp.

þ Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company

CALCULATION OF REGISTRATION FEE

(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 Thirtieth Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “ Sony Japan Plan ”) and the Thirty-First 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 of 1933, as amended (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, exercise prices were expressed in Japanese yen and converted to U.S. dollars based on the New York foreign exchange rate of ¥ 123.64 = $1.00 as quoted on November 18, 2015 by Reuters and other sources and published in the Wall Street Journal on November 18, 2015.

(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, 2015 filed by the Registrant with the Commission on June 23, 2015, 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 March 31, 2015.

In addition, all of the Registrant’s reports filed with the Commission (with respect to any Form 6-K, only to the extent designated therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the date of this Registration Statement and...


More