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 July 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/ Nobuyuki Oneda
(Signature)
Nobuyuki Oneda
Executive Vice President and
Chief Financial Officer
Date: July 22, 2005
List of materials
Documents attached hereto:
i) A press release regarding: Sony Corporation announces Merger of Subsidiary
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku
Tokyo 141-0001
No.05-037E
July 22, 2005
Announcement of Merger of Subsidiary
Sony Corporation ("Sony") has decided that Sony will absorb WP Corporation by a
merger effective October 1, 2005.
1. Purpose of the merger
Webpocket Corporation, a wholly-owned subsidiary of Sony, established a
subsidiary company and transferred its operation on July 1, 2005. The purpose of
this was to strengthen Sony's storage business to correspond to the enlarged
demand for personal storage, and to improve profitability by integrating storage
functions within the Sony Group. Webpocket Corporation changed its company name
to WP Corporation, also effective July 1, 2005. The name, Webpocket Corporation
has been adopted as the company name for the new subsidiary company.
Upon completion, Sony will directly hold WP Corporation's shareholdings of
the new subsidiary company. In this manner, Sony will strive to further link and
strengthen the storage business within the Sony Group.
2. Conditions of the merger
(1) Schedule of the merger
July 28, 2005 (Thursday) Conclusion of merger agreement
August 15, 2005 (Monday) Shareholders meeting to approve
merger agreement (WP Corporation)
October 1, 2005 (Saturday) Effective date of merger
October 3, 2005 (Monday) Official registration of merger
*Pursuant to the provisions of Paragraph 3 of Article 413 of the
Commercial Code of Japan, Sony shall perform the merger with WP Inc.
without the approval of the merger agreement by its shareholders.
(2) Method of the merger
Sony, as an ongoing concern, shall absorb WP Corporation, which shall be
subsequently dissolved.
(3) Others
Due to the fact that WP Corporation is a wholly-owned subsidiary of Sony,
there shall be no issuance of new shares or cash payment upon this merger.
3. Summary of Parties
(1) Trade name Sony Corporation WP Corporation
(2) Field of Manufacture and sale of Information processing
business electronic and electrical service by various mediums
machines and equipment including the Internet
(3) Date of May 7, 1946 September 14, 2000
incorporation
(4) Location of head 7-35, Kitashinagawa 6-chome, 12-3, Higashishinagawa
office Shinagawa-ku, Tokyo 4-chome, Shinagawa-ku,
Tokyo
(5) Representative Nobuyuki Idei, Tatsuya Akashi,
Representative Corporate Representative Director
Executive Officer
(6) Share capital Y621,708 million Y100 million
(7) Total number of 1,000,283,213 shares 9,600 shares
shares issued and
outstanding
(8) Shareholders' Y2,042,798 million Y-1,339 million
equity
(9) Total assets Y3,684,545 million Y395 million
(10) Date of March 31 March 31
settlement
(11) Number of
employees 15,892 0
(12) Major Affiliated manufacturing and Sony Corporation
customers sales companies in and
outside Japan
(13) Major 1 Moxley & Company 13.6% Sony Corporation 100%
shareholders and 2 Japan Trustee Services
shareholding Bank, Ltd.
ratios (Trust Account) 4.1%
3 The Master Trust Bank of
Japan, Ltd.
(Trust Account) 3.8%
4 The Chase Manhattan Bank,
N. A. London 3.4%
5 State Street Bank and Trust
Company 505103 1.7%
(14) Main banks Sumitomo Mitsui Banking Sumitomo Mitsui Banking
Corporation Corporation
The Bank of Tokyo-Mitsubishi,
Ltd. and others
* The above data are as of March 31, 2005 except for the number of employees of
WP Corporation, which is as of July 1, 2005.
(15) Business results for the three most recent years
(unit: millions of yen)
Sony Corporation WP Corporation
Fiscal year 2003/3/31 2004/3/31 2005/3/31 2003/3/31 2004/3/31 2005/3/31
ended on
Net sales 2,526,264 2,814,577 2,895,413 72 46 64
Operating (136,644) (139,709) (64,622) (350) (472) (453)
income
(loss)
Ordinary (29,525) (68,758) 45,755 (350) (474) (456)
income
(loss)
Net income (4,868) (98,530) 56,656 (433) (439) (690)
(loss)
Net income (5.46) (106.55) 60.81 (45,117.85) (45,684.62) (71,879.67)
(loss) per
share (yen)
Dividends per 25.00 25.00 25.00 0 0 0
share (yen)
Shareholders' 1,968.62 1,856.37 2,040.32 (21,963.25) (67,647.87)(139,527.55)
equity per
share (yen)
4. Circumstances after the merger
(1) Trade name Sony Corporation
(2) Field of business Manufacture and sale of electronic and electrical
machines and equipment
(3) Location of head office 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo
(4) Representative Ryoji Chubachi,
Representative Corporate Executive Officer
(5) Share capital Upon this merger the amount of share capital will
not change.
(6) Total assets This merger will not have a material effect on
Sony's total assets.
(7) Date of settlement March 31
(8) Effect on business This merger will not have a material effect on
results Sony's business results.