Form 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2005
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant's name into English)
7-35 KITASHINAGAWA 6-CHOME, SHINAGAWA-KU, TOKYO, JAPAN
(Address of principal executive offices)
The registrant files annual reports under cover of Form 20-F.
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F,
Form 20-F X Form 40-F __
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934,
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82-______
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SONY CORPORATION
(Registrant)
By: /s/ Katsumi Ihara
(Signature)
Katsumi Ihara
Executive Deputy President,
Group Chief Strategy Officer and
Chief Financial Officer
Date: April 27, 2005
List of materials
Documents attached hereto:
i) Press Release announcing Stock Options (Stock Acquisition Rights)
April 26, 2005
No. 05-022E
Stock Options (Stock Acquisition Rights)
Sony Corporation (the "Corporation") resolved at a meeting of its Board of
Directors today to propose an agenda asking for authorization to issue the stock
acquisition rights to subscribe for shares of common stock of the Corporation
outlined below, for the purpose of granting stock options, pursuant to Articles
280-20 and 280-21 of the Commercial Code of Japan. The proposal will be made at
its 88th ordinary general meeting of shareholders to be held on June 22, 2005.
1. Reason for Issue of Stock Acquisition Rights to Persons Other Than
Shareholders without Any Consideration
The Corporation will issue the stock acquisition rights (the "Stock
Acquisition Rights") to subscribe for shares of common stock of the
Corporation ("Common Stock") to directors, corporate executive officers and
employees of the Corporation and its subsidiaries without any consideration
therefor pursuant to the provisions of Articles 280-20 and 280-21 of the
Commercial Code of Japan upon the terms outlined below for the purposes of
giving directors, corporate executive officers and employees of the
Corporation and its subsidiaries an incentive to contribute towards the
improvement of the business performance of the Corporation and its group
companies (the "Group") and thereby improving such business performance of
the Group, by making the economic interest which such directors, corporate
executive officers or employees will receive correspond to the business
performance of the Corporation.
2. Terms of Issue of Stock Acquisition Rights
(1) Persons to Whom Stock Acquisition Rights Will be Allocated
Directors, corporate executive officers and employees of the Corporation and
its subsidiaries.
(2) Aggregate number of Stock Acquisition Rights
Not exceeding 27,500.
(3) Class and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights
Not exceeding 2,750,000 shares of Common Stock.
The number of shares to be issued or transferred upon exercise of each Stock
Acquisition Right (the "Number of Granted Shares") shall be 100 shares of
Common Stock.
However, in the case that the Number of Granted Shares is adjusted pursuant
to (4) below, the number of shares to be issued or transferred upon exercise
of the Stock Acquisition Rights shall be adjusted to the number obtained by
multiplying the Number of Granted Shares after adjustment by the aggregate
number of the Stock Acquisition Rights.
(4) Adjustment of Number of Granted Shares
In the case that the Corporation splits or consolidates the shares of Common
Stock, the Number of Granted Shares shall be adjusted in accordance with the
following formula.
Number of Number of Ratio of split
Granted Shares = Granted Shares x or consolidation
after adjustment before adjustment
An adjustment above shall be made only with respect to the Number of Granted
Shares for the Stock Acquisition Rights which have not been exercised at the
time of the adjustment. Any fraction less than one (1) share resulting from
the adjustment shall be disregarded.
(5) Issue Price of Stock Acquisition Rights
The Stock Acquisition Rights are issued without the payment to the
Corporation of any consideration.
(6) Amount to be Paid In per Share to be Issued or Transferred upon Exercise of
Stock Acquisition Rights
The amount to be paid in per share to be issued or transferred upon exercise
of the Stock Acquisition Right (the "Exercise Price") shall be initially as
follows.
1) Stock Acquisition Rights with Exercise Price Denominated in Yen
The Exercise Price shall be initially the average of the closing prices
of Common Stock in the regular trading thereof on the Tokyo Stock
Exchange(each the "Closing Price") for the ten (10) consecutive trading
days(excluding days on which there is no Closing Price) immediately prior
to the issue date of the Stock Acquisition Rights (any fraction less than
one (1)yen arising as a result of such calculation shall be rounded up to
the nearest one (1) yen); provided, however, that if such calculated
price is lower than any of (i) the average of the Closing Prices for the
thirty (30)consecutive trading days (excluding days on which there is no
Closing Price)commencing forty-five (45) trading days immediately before
the day that is immediately after the issue date of the Stock Acquisition
Rights (any fraction less than one (1) yen arising as a result of such
calculation shall be rounded up to the nearest one (1) yen), (ii) the
average of the Closing Prices for the thirty (30) consecutive trading
days (excluding days on which there is no Closing Price) commencing
forty-five (45) trading days immediately before the date on which the
Corporation fixes the Exercise Price (any fraction less than one (1) yen
arising as a result of such calculation shall be rounded up to the
nearest one (1) yen), or (iii) the Closing Price on the issue date of the
Stock Acquisition Rights (if there is no Closing Price on such date, the
Closing Price on the immediately preceding trading day), the Exercise
Price shall be the highest price of (i), (ii) and (iii) above.
2) Stock Acquisition Rights with Exercise Price Denominated in U.S. Dollars
The Exercise Price shall be initially the U.S. dollar amount obtained by
dividing the average of the Closing Prices for the ten (10) consecutive
trading days (excluding days on which there is no Closing Price)
immediately prior to the issue date of such Stock Acquisition Rights
(hereinafter referred to as the "Reference Yen Price") by the average of
the exchange rate quotations by a leading commercial bank in Tokyo for
selling spot U.S. dollars by telegraphic transfer against yen for such
ten 10) consecutive trading days (the "Reference Exchange Rate") (any
fraction less than one (1) cent arising as a result of such calculation
shall be rounded up to the nearest one (1) cent); provided, however, that
if the Reference Yen Price is lower than any of (a) the average of the
Closing Prices for the thirty (30) consecutive trading days (excluding
days on which there is no Closing Price) commencing forty-five (45)
trading days immediately before the day that is immediately after the
issue date of the Stock Acquisition Rights, (b) the average of the
Closing Prices for the thirty (30) consecutive days (excluding days on
which there is no Closing Price) commencing forty-five (45) trading days
immediately before the date (being the issue date of the Stock
Acquisition Rights) on which the Corporation fixes the Exercise Price, or
(c) the Closing Price on the issue date of the Stock Acquisition Rights
(if there is no Closing Price on such date, the Closing Price on the
immediately preceding trading day), the Exercise Price shall be the U.S.
dollar amount obtained by dividing the highest among (a), (b) and (c)
above by the Reference Exchange Rate (any fraction less than one (1) cent
arising as a result of such calculation shall be rounded up to the
nearest one (1) cent).
(7) Adjustment of Exercise Price
In the case that the Corporation splits or consolidates the shares of Common
Stock after the issue date of the Stock Acquisition Rights, the Exercise
Price shall be adjusted in accordance with the following formula, and any
fraction less than one (1) yen or one (1) cent resulting from the adjustment
shall be rounded up to the nearest one (1) yen or one (1) cent.
Exercise Price Exercise Price 1
= x -------------------------------
after adjustment before adjustment Ratio of split or consolidation
In addition, in the case of a merger with any other company, corporate split
or capital reduction of the Corporation, or in any other case similar
thereto where an adjustment of Exercise Price shall be required, in each
case after the issue date of the Stock Acquisition Rights, the Exercise
Price shall be appropriately adjusted to the extent reasonable.
(8) Period during Which Stock Acquisition Rights may be Exercised
The period during which the Stock Acquisition Rights may be exercised will
be sometime within the period from the issue date of the Stock Acquisition
Rights to the day on which ten (10) years have passed from such issue date,
which will be determined by the Board of Directors of the Corporation or the
Executive Officer to whom the determination has been delegated by a
resolution of the Board of Directors of the Corporation.
(9) Conditions for Exercise of Stock Acquisition Rights
1) Each Stock Acquisition Right may not be exercised in part.
2) Other conditions for exercise shall be determined by the Board of
Directors of the Corporation or the Executive Officer to whom the
determination has been delegated by a resolution of the Board of
Directors of the Corporation.
(10) Mandatory Cancellation of Stock Acquisition Rights
Not applicable.
(11) Restriction on Transfer of Stock Acquisition Rights
The Stock Acquisition Rights are non-transferable, unless such transfer is
expressly approved by the Board of Directors of the Corporation.
Note: The issue of the stock acquisition rights mentioned above is subject to
the approval by shareholders on issues of the Common Stock Acquisition Rights to
be obtained at the Corporation's 88th ordinary general meeting of shareholders
scheduled for June 22, 2005. In addition, respective issues of the stock
acquisition rights are further subject to the resolutions of the Board of
Directors or the determination by the Executive Officer to whom the
determination has been delegated by a resolution of the Board of Directors on
the specific terms and conditions of such issues.