Unassociated Document
As filed with the Securities and Exchange Commission on May 20, 2013
Registration No. 333 - 85348
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
Sony Corporation
(Translation of Registrant’s name into English)
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Japan
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N/A
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Minato-ku
Tokyo 108-0075
Japan
(Address of principal executive offices)
The Sony Corporation of America Stock Incentive Plan
(Full title of the plan)
Sony Corporation of America
550 Madison Avenue, 33rd 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.
þ Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-85348) filed by Sony Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on April 1, 2002 (the “Registration Statement”) to register 12,871 Convertible Bonds of the Registrant (the “Convertible Bonds”) to be issued pursuant to the Sony Corporation of America Stock Incentive Plan (the “Plan”) and 1,287,100 shares of Common Stock of the Registrant (the “Shares”), to be issued pursuant to the Plan upon conversion of the Convertible Bonds. As of the date hereof, none of the Convertible Bonds remain outstanding under the Plan, and no additional Shares will be issued pursuant to the Plan.
In accordance with the Registrant’s undertaking in Part II, Item 9(a)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all of the Convertible Bonds and Shares that remain unsold or otherwise unissued, if any, and to terminate the effectiveness of the Registration Statement.
Sony Corp. Post-Effective Amendment
No. 1 to the Registration Statement on
Form S-8 (Registration No. 333-85348).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 20th day of May, 2013.
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SONY CORPORATION |
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By: |
/s/ Kunitaka Fujita |
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Kunitaka Fujita |
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Executive Vice President, Corporate
Executive, Human Resources
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and as of the dates indicated:
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Name
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Title
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Date
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/s/ Kazuo Hirai
Kazuo Hirai
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President and Chief Executive Officer, Representative Corporate Executive Officer, Member of the Board
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May 20, 2013
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/s/ Masaru Kato
Masaru Kato
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Executive Vice President and Chief Financial Officer, Corporate Executive Officer, Member of the Board
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May 20, 2013
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/s/ Sir Howard Stringer
Sir Howard Stringer
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Chairman of the Board
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May 20, 2013
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/s/ Ryoji Chubachi
Ryoji Chubachi
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Member of the Board
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May 20, 2013
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Sony Corp. Post-Effective Amendment
No. 1 to the Registration Statement on
Form S-8 (Registration No. 333-85348).
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/s/ Osamu Nagayama
Osamu Nagayama
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Vice Chairman of the Board
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May 20, 2013
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/s/ Sir Peter Bonfield
Sir Peter Bonfield
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Member of the Board
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May 20, 2013
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/s/ Ryuji Yasuda
Ryuji Yasuda
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Member of the Board
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May 20, 2013
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/s/ Yukako Uchinaga
Yukako Uchinaga
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Member of the Board
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May 20, 2013
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/s/ Mitsuaki Yahagi
Mitsuaki Yahagi
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Member of the Board
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May 20, 2013
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/s/ Tsun-Yan Hsieh
Tsun-Yan Hsieh
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Member of the Board
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May 20, 2013
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Sony Corp. Post-Effective Amendment
No. 1 to the Registration Statement on
Form S-8 (Registration No. 333-85348).
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/s/ Roland A. Hernandez
Roland A. Hernandez
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Member of the Board
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May 20, 2013
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/s/ Kanemtisu Anraku
Kanemtisu Anraku
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Member of the Board
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May 20, 2013
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/s/ Yorihiko Kojima
Yorihiko Kojima
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Member of the Board
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May 20, 2013
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/s/ Takaaki Nimura
Takaaki Nimura
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Member of the Board
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May 20, 2013
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/s/ Mary Jo Green
Mary Jo Green
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Authorized U.S. Representative
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May 20, 2013
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Sony Corp. Post-Effective Amendment
No. 1 to the Registration Statement on
Form S-8 (Registration No. 333-85348).
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