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 2008
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant's name into English)
1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, 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: April 24, 2008
List of materials
Documents attached hereto:
i) Press release announcing Stock Options (Stock Acquisition Rights)
Sony Corporation
April 24, 2008
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 stock
acquisition rights to directors, corporate executive officers and employees of
the Corporation and of its subsidiaries as outlined below, for the purpose of
granting stock options, pursuant to the provisions of Articles 236, 238 and 239
of the Company Law of Japan, and to delegate the determination of the terms of
such stock acquisition rights to the Board of Directors of the Corporation. The
proposal will be made at its 91st Ordinary General Meeting of Shareholders to be
held on June 20, 2008.
I. The reason why the Corporation needs to offer stock acquisition rights upon
especially favorable terms.
The Corporation will issue stock acquisition rights to directors, corporate
executive officers and employees of the Corporation and of its subsidiaries for
the purpose of giving directors, corporate executive officers and employees of
the Corporation and of its subsidiaries an incentive to contribute towards the
improvement of the business performance of the Corporation and of its group
companies (hereinafter referred to as 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.
II. Terms and conditions of issue of stock acquisition rights (hereinafter
referred to as "Stock Acquisition Rights"), the terms of which the Board of
Directors of the Corporation may determine pursuant to the delegation of such
determination by the approval of this Ordinary General Meeting of Shareholders.
1. Maximum Limit of Aggregate Numbers of Stock Acquisition Rights
Not exceeding 27,500.
2. Payment in exchange for Stock Acquisition Rights
Stock Acquisition Rights are issued without payment of any consideration to
the Corporation.
3. Matters regarding Stock Acquisition Rights
(1) Class and Number of Shares to be Issued or Transferred upon Exercise of
Stock Acquisition Rights
The class of shares to be issued or transferred upon exercise of Stock
Acquisition Rights shall be shares of common stock, and the number of
shares to be issued or transferred upon exercise of each Stock Acquisition
Right (hereinafter referred to as the "Number of Granted Shares") shall be
100 shares.
The aggregate number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights shall not exceed 2,750,000 shares of common stock
of the Corporation (hereinafter referred to as the "Common Stock"). However,
in the event that the Number of Granted Shares is adjusted pursuant to (2)
below, the aggregate number of shares to be issued or transferred upon
exercise of Stock Acquisition Rights shall not exceed the number obtained
by multiplying the Number of Granted Shares after adjustment by the maximum
limit of the aggregate number of Stock Acquisition Rights as prescribed in
1. above.
(2) Adjustment of Number of Granted Shares
In the event that the Corporation conducts a stock split (including free
distribution of shares (musho-wariate)) or a consolidation of the Common
Stock after the date of a resolution of this Ordinary General Meeting of
Shareholders, 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 before adjustment
adjustment
Any fraction less than one (1) share resulting from the adjustment shall be
disregarded.
(3) Amount of the Assets to be Contributed upon Exercise of Stock Acquisition
Rights
The amount of the assets to be contributed upon exercise of each Stock
Acquisition Right shall be the amount obtained by multiplying the amount to
be paid in per share to be issued or transferred upon exercise of Stock
Acquisition Rights (hereinafter referred to as the "Exercise Price"), which
is provided below, by the Number of Granted Shares.
(i) Initial Exercise Price
The Exercise Price shall initially be as follows:
(A) 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 hereinafter referred to as the "Closing Price") for the
ten (10) consecutive trading days (excluding days on which there is no
Closing Price) immediately prior to the allotment date of such 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
either (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
date (being the allotment date of Stock Acquisition Rights) 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 (b) the Closing Price on the allotment date
of 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 higher price of (a) or (b) above.
(B) 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 allotment 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 (hereinafter referred to as 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 either (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
date (being the allotment date of Stock Acquisition Rights) on which the
Corporation fixes the Exercise Price, or (b) the Closing Price on the
allotment date of 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 higher price of (a) or (b) 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).
(ii) Adjustment of Exercise Price
In the event that the Corporation conducts a stock split (including free
distribution of shares (musho-wariate)) or consolidation of the Common
Stock after the allotment date of 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 x 1
after before adjustment -----------------------------
adjustment Ratio of split or
consolidation
In addition, in the case of a merger with any other company, corporate
split or reduction of the amount of capital of the Corporation, or in
any other case similar thereto where an adjustment of Exercise Price
shall be required, in each case after the allotment date of Stock
Acquisition Rights, the Exercise Price shall be adjusted appropriately
to the extent reasonable.
(4) Period during which Stock Acquisition Rights May be Exercised
The period during which Stock Acquisition Rights may be exercised will be
the period from the day on which one (1) year has passed from the allotment
date of Stock Acquisition Rights to the day on which ten (10) years have
passed from such allotment date.
(5) Conditions for the Exercise of Stock Acquisition Rights
(i) No Stock Acquisition Right may be exercised in part.
(ii)In the event of a resolution being passed at a general meeting of
shareholders of the Corporation for an agreement for any consolidation,
amalgamation or merger (other than a consolidation, amalgamation or
merger in which the Corporation is the continuing corporation), or in
the event of a resolution being passed at a general meeting of
shareholders of the Corporation (or, where a resolution of a general
meeting of shareholders is not necessary, at a meeting of the Board
of Directors of the Corporation) for any agreement for share exchange
(kabushiki-kokan) or any plan for share transfer (kabushiki-iten)
pursuant to which the Corporation is to become a wholly-owned
subsidiary of another corporation, Stock Acquisition Rights may not be
exercised on and after the effective date of such consolidation,
amalgamation or merger, such share exchange (kabushiki-kokan), or such
share transfer (kabushiki-iten).
(iii)Conditions for the exercise of Stock Acquisition Rights other than the
conditions referred to above shall be determined by the Board of
Directors of the Corporation.
(6) Mandatory Repurchase of Stock Acquisition Rights
Not applicable.
(7) Matters concerning the Amount of Capital and the Additional Paid-in Capital
Increased by the Issue of the Shares upon Exercise of Stock Acquisition
Rights
(i) The amount of capital increased by the issue of the shares upon exercise
of Stock Acquisition Rights shall be the amount obtained by multiplying
the maximum limit of capital increase, as calculated in accordance with
the provisions of Paragraph 1, Article 40 of the Company Accounting
Regulations, by 0.5, and 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 amount of additional paid-in capital increased by the issue of the
shares upon exercise of Stock Acquisition Rights shall be the amount
obtained by deducting the capital to be increased, as provided in (i)
above, from the maximum limit of capital increase, as also provided in
(i) above.
(8) Restrictions on the Acquisition of Stock Acquisition Rights through Transfer
The Stock Acquisition Rights cannot be acquired through transfer, unless
such acquisition is expressly approved by the Board of Directors of the
Corporation.
Note: The issuance of the Stock Acquisition Rights shall be subject to the
approval by shareholders on the agenda referred to above to be obtained at the
91st Ordinary General Meeting of Shareholders of the Corporation to be held on
June 20, 2008. In addition, terms of a specific issue and allotment of the Stock
Acquisition Rights will be determined by the Board of Directors of the
Corporation to be held after the general meeting of shareholders referred to
above.