As filed with the Securities and Exchange Commission on April 15, 2020

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)

Japan N/A
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
 

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

(Address of principal executive offices)

 

The Forty-Second Series of Stock Acquisition Rights for

Shares of Common Stock of Sony Corporation

(Full title of the plan)

 

Sony Corporation of America
25 Madison Avenue, 26th Floor

New York, NY 10010

Attn.: Office of the General Counsel
212-833-5893

(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  ☐  Accelerated filer  ☐  Non-accelerated filer  ☐  Smaller Reporting Company 

 

 
 

CALCULATION OF REGISTRATION FEE

Name of Plan Title of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee

 

Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation

 

Common Stock (3) 20,000

¥6,622.5

$61.20

¥132,450,000.0

$1,224,000.00

$158.88
  Total 20,000 N/A $1,224,000 $158.88

(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 Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (the “Plan”). 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 Plan are also registered hereby.

(2) The Proposed Maximum Offering Price Per Share of Common Stock has been calculated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). The Proposed Maximum Offering Price Per Share of Common Stock is based on ¥6,622.5 per share, the average of the high and low prices of the Common Stock, as reported on the Tokyo Stock Exchange on April 10, 2020. The Proposed Maximum Offering Price Per Share of Common Stock was converted to U.S. dollars based on the New York foreign exchange rate for April 10, 2020 of ¥108.21 = $1.00 as published in the Wall Street Journal on April 10, 2020.

(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, 2019 filed by the Registrant with the Commission on June 18, 2019, 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, 2019.

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 prior to filing a post effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

Article 330 and Article 402, Paragraph 3 of the Companies Act of Japan make the provisions of Section 10, Chapter 2, Part III of the Civil Code of Japan applicable to the relationship between the Registrant and its directors and corporate executive officers, respectively.

 

Section 10, among other things, provides in effect that:

 

(a)      If a director or a corporate executive officer of a company has defrayed any expenses which are considered necessary for the management of the affairs of such company entrusted to him, he may demand reimbursement therefor from the company;

(b)      If a director or a corporate executive officer has assumed an obligation necessary for the management of the affairs entrusted to him, he may require the company to perform it in his place or, if it is not due, to furnish adequate security; and

(c)      If a director or a corporate executive officer, without any fault on his part, sustains damage through the management of the affairs entrusted to him, he may demand compensation therefor from the company.

 
 

The Company has in place a directors’ and officers’ liability insurance policy, which indemnifies our directors and officers against liability arising from certain acts performed by them in their respective capacities as such.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):

4.1      Allocation Agreement (including Terms and Conditions) for the Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation (English translation thereof)

4.2     Articles of Incorporation of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2015 (File No. 001-06439) and incorporated herein by reference)

4.3      Charter of the Board of Directors of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2018 (File No. 001-06439) and incorporated herein by reference)

5.1     Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant, as to the legality of the Common Stock being registered

23.1    Consent of PricewaterhouseCoopers Aarata LLC

23.2    Consent of Nagashima Ohno & Tsunematsu, counsel to the Registrant (included in Exhibit 5.1)

24.1    Power of Attorney (included on signature pages)

Item 9. Undertakings

(a)      The undersigned Registrant hereby undertakes:

(1)       To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)       That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
 

(3)       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Sony Corporation, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 26th day of March, 2020.

  SONY CORPORATION
   
  By:   /s/ Kazushi Ambe
    Kazushi Ambe
Executive Vice President, Corporate Executive Officer, In charge of Human Resources and General Affairs

 

 

 

 
 

POWER OF ATTORNEY

We, the undersigned directors and officers of Sony Corporation (the “Company”), do hereby severally constitute and appoint Kazushi Ambe, Hiroki Totoki and Mark E. Khalil, each our true and lawful attorneys and agents, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable said Company to comply with the Securities Act of 1933, as amended (the “Securities Act”) and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement of the Company on Form S-8 including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each hereby ratify and confirm all that said attorneys and agents, or any one of the them, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated capacities as of the 26th day of March, 2020.

Name

  Title
     
/s/ Kenichiro Yoshida        President and Chief Executive Officer,
Kenichiro Yoshida  

Representative Corporate Executive Officer,

Member of the Board

     
/s/ Hiroki Totoki   Senior Executive Vice President and Chief Financial Officer,
Hiroki Totoki  

Representative Corporate Executive Officer,

Member of the Board

     
/s/ Shuzo Sumi   Chairman of the Board
Shuzo Sumi    
     
/s/ Kazuo Matsunaga    Vice Chairman of the Board
Kazuo Matsunaga    
     
/s/ Tim Schaaff   Member of the Board
Tim Schaaff    
     
/s/ Koichi Miyata    Member of the Board
Koichi Miyata    
     
/s/ John V. Roos    Member of the Board
John V. Roos    
     
/s/ Eriko Sakurai   Member of the Board
Eriko Sakurai    
     
/s/ Kunihito Minakawa   Member of the Board
Kunihito Minakawa    
     
/s/ Toshiko Oka   Member of the Board
Toshiko Oka    

 

 
 

  

     
/s/ Sakie Akiyama   Member of the Board
Sakie Akiyama    
     
/s/ Wendy Becker   Member of the Board
Wendy Becker    
     
/s/ Yoshihiko Hatanaka   Member of the Board
Yoshihiko Hatanaka    
     
/s/ Mark E. Khalil   Executive Vice President, General Counsel and
Mark E. Khalil   Secretary, Sony Corporation of America

 

 

 

 
 

 

EXHIBIT INDEX

Exhibit No. Description Method of Filing
4.1 Allocation Agreement (including Terms and Conditions) for the Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony Corporation Filed herewith
4.2 Articles of Incorporation of the Registrant, as amended (English translation thereof) Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2015 (No. 001-06439) and incorporated herein by reference
4.3 Charter of the Board of Directors of the Registrant, as amended (English translation thereof) Filed as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2018 (No. 001-06439) and incorporated herein by reference
5.1 Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant, as to the legality of the common stock being registered hereby Filed herewith
23.1 Consent of PricewaterhouseCoopers Aarata LLC Filed herewith
23.2 Consent of Nagashima Ohno & Tsunematsu, counsel to the Registrant Included in Exhibit 5.1
24.1 Power of Attorney Included on Signature Pages

 

 

 

 

 

 

SONY CORP S-8

Exhibit 4.1

 

(42nd Series U.S. Participants)

 

AGREEMENT CONCERNING

ALLOCATION OF THE STOCK ACQUISITION RIGHTS

OF SONY CORPORATION

FOR THE FISCAL YEAR 2019

 

SONY CORPORATION (hereinafter referred to as the “Corporation”) and ___________________ (hereinafter referred to as the “Qualified Person”) enter into this Agreement as follows in connection with the allocation of the stock acquisition rights (hereinafter referred to as the “Options”) to be issued by the Corporation pursuant to the provisions of the terms and conditions of the Options (hereinafter referred to as the “Terms and Conditions”) set forth in Exhibit 1 attached hereto and pursuant to the special resolution adopted at the 102nd Ordinary General Meeting of Shareholders held on June 18, 2019 and the resolution adopted at the meeting of the Board of Directors held on March 26, 2020:

 

Article 1 (Purpose and Administration)

 

The primary purpose of allocating the Options to the Qualified Person is to give the Qualified Person an incentive to contribute towards the improvement of the business performance of the Sony Group (the Corporation and its group companies) and thereby improve such business performance by making the economic interest, which the Qualified Person will receive, correspond to the business performance of the Corporation. This Agreement and the Terms and Conditions shall be administered by the Corporation, and such representative corporate executive officers or other persons as the Corporation may designate from time to time who represent the Corporation in respect of this Agreement, the Terms and Conditions and the Options.

 

Article 2 (Restrictions under the Terms and Conditions and this Agreement)

 

The Options shall be subject to (1) the Terms and Conditions, which are attached to this Agreement as Exhibit 1, and (2) the conditions and restrictions provided for in this Agreement. The Qualified Person agrees to be bound by the conditions and restrictions set forth in the Terms and Conditions and this Agreement. Notwithstanding the provisions of the Terms and Conditions, the exercise of the Options is further subject to such additional conditions as set forth herein. In particular, the exercise of the Options is subject to the restrictions under Articles 5 and 7.

 

Article 3 (Subscription for and Allocation of the Options)

 

The Qualified Person hereby applies for the subscription for Options issued in accordance with the Terms and Conditions, and pursuant to this Agreement, the Corporation allocates such number of the Options to the Qualified Person in accordance with the following terms on April 17, 2020 (hereinafter referred to as the “Allotment Date”).

 

 

 

 

(1) Number of the Options allocated to the Qualified Person:

 

___________________   (________ shares may be issued or transferred upon the exercise by the Qualified Person of all Options allocated to the Qualified Person pursuant to this Agreement.)

 

(2) Class and number of shares to be issued or transferred upon exercise of each Option:

 

100 shares of common stock of the Corporation

 

(3) Amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially as set forth in Exhibit 2 attached hereto.

 

(4) Period during which the Options may be exercised:

 

From and including April 17, 2021, to and including April 16, 2030 (hereinafter referred to as the “Term”). If the last day of such period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period. However, the applications for exercise of the Option must be made by April 7, 2030 and exercise of the Options is further subject to the restrictions provided for in Article 5.

 

The number of shares to be issued or transferred upon exercise of each Option and the Exercise Price may be adjusted pursuant to the provisions of the Terms and Conditions.

 

Article 4 (Information on Corporation and its Shares)

 

(1) Trade name of the Corporation:

 

SONY CORPORATION

 

(2) Total number of shares authorized to be issued by the Corporation:

 

3,600,000,000 shares

 

(3) Number of shares constituting one (1) unit of shares:

 

100 shares

 

(4) Transfer Agent

 

Mitsubishi UFJ Trust and Banking Corporation

 

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

 

(Business office) Mitsubishi UFJ Trust and Banking Corporation

 

Corporate Agency Division

 

4-5, Marunouchi 1-chome, Chiyoda-ku, Tokyo

 

(5) Application of the Act on Transfer of Bonds, Shares, etc.

 

- 2 -

 

 

The provisions of the Act on Transfer of Bonds, Shares, etc. will apply to shares of common stock of Sony Corporation to be issued or transferred upon exercise of each Option.

 

Article 5 (Vesting, Conditions for Exercise of the Options and Prohibition of Disposition)

 

(1) Vesting and exercise of the Options are further subject to the restrictions and conditions as set forth in Exhibit 3 attached hereto.

 

(2) Except as provided in Article 7, the Options, whether vested or unvested, are nontransferable by the Qualified Person.

 

(3) Exercise of the Options are further subject to any restriction on trading set forth under Sony Corporation of America’s Policy Regarding Securities Trading or any other similar policy maintained by Sony group companies (hereinafter referred to as the “Sony Group Companies”) and applicable to the Qualified Person, as in effect from time to time.

 

(4) Exercise of the Options may be restricted for limited periods of time as deemed reasonably necessary by Sony Corporation to ensure proper administration (including but not limited to restrictions on exercise at or around the end of each fiscal quarter) and as communicated to the applicable Qualified Person.

 

(5) In no circumstances shall any Qualified Person request the Corporation to purchase the Options held by him/her.

 

Article 6 (Procedures for Exercising the Options)

 

Procedures for exercising the Options shall be provided for in the Terms and Conditions, and in addition, detailed matters concerning such procedures shall be provided for in a separate document to be separately provided and delivered by the Corporation or one of its subsidiaries to the Qualified Person no later than the date on which the Options held by the Qualified Person first become exercisable pursuant to Article 5.

 

Article 7 (Inheritance of the Options)

 

Upon the death of the Qualified Person, outstanding Options that are vested and exercisable and granted to such Qualified Person may be exercised only by the executors or administrators of the Qualified Person’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution, provided that no transfer by will or the laws of descent and distribution of any Option, or the right to exercise any Option, shall be effective to bind the Corporation unless the Corporation shall have been furnished with (a) a written notice thereof and a copy of the will and/or such evidence as the Corporation may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Options that are or would have been applicable to the Qualified Person (other than any terms and conditions relating to employment with the Corporation or one of its subsidiaries) and to be bound by the acknowledgements made by the Qualified Person in connection with the grant of the Options. Options that are not vested and exercisable at the death of the Qualified Person will terminate.

 

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Article 8 (Issuance of ADRs)

 

1.       The Corporation currently maintains an American Depositary Receipt program in the United States pursuant to which American Depositary Receipts or “ADRs” represent shares of common stock of the Corporation. During the time the Corporation maintains the listing of ADRs on a stock exchange in the United States, the Qualified Persons who exercise the Options will generally receive ADRs in lieu of shares of common stock of the Corporation as follows. Upon exercise of an Option, shares of common stock of the Corporation acquired upon the exercise of such Option shall be issued in the name of the depositary or its nominee under the Sony American Depositary Receipt Program for the benefit of the Qualified Person. Upon receipt of shares of common stock of the Corporation upon the exercise of an Option, the depositary under the Sony American Depositary Receipt Program shall immediately and automatically issue ADRs representing such shares of common stock of the Corporation in the name of the applicable Qualified Person and shall deliver such ADRs to such Qualified Person (or to an account held for the benefit of such Qualified Person) as soon as practicable following the effective date on which such issuance occurs. For simplicity, all references in this Agreement and the Terms and Conditions to shares of common stock of the Corporation will be deemed to also refer to ADRs.

 

2.       Notwithstanding the immediately preceding Paragraph, if the Corporation determines to delist ADRs from a stock exchange in the United States, the Qualified Persons who exercise the Options will receive shares of common stock of the Corporation, and the Qualified Persons shall not raise any objections to such handling.

 

Article 9 (Treatment in Events of Corporate Transaction)

 

1.       In the event of any corporate transaction excluding (a) a consolidation, amalgamation or merger in which the Corporation is not the continuing corporation, or (b) share exchange (kabushiki-kokan) or share transfer (kabushiki-iten) pursuant to which the Corporation is to become a wholly-owned subsidiary of another corporation involving the Corporation, including a dissolution or liquidation of the Corporation, a sale of all or substantially all of the Corporation’s assets, a corporate split, or any other similar transaction, the Corporation may (x) cause the entity resulting from such transaction to execute an agreement providing that a holder of the Options shall have the right during the Term and upon the exercise of the Options to receive the class and amount of shares and other securities and property receivable upon such transaction by a holder of the number of shares in respect of which the Options could have been exercised immediately prior to such transaction or (y) prevent from being exercised, effective immediately upon the occurrence of such transaction, each Option outstanding immediately prior to such transaction (whether or not then exercisable).

 

2.       In the event that the Corporation enters into a definitive agreement or makes a decision by board resolution or by shareholder approval at the shareholders’ meeting to effectuate one (1) or more of the transactions or events described in the immediately preceding Paragraph, the Corporation may provide not less than twenty days advance notice to the Qualified Person from the consummation of such transaction or event and give the Qualified Person the opportunity to exercise their Options (whether or not such Options are then vested or exercisable), immediately prior to, and subject to, the consummation of such transaction or event.

 

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Article 10 (Withholding by the Corporation)

 

In connection with Item (2) of Condition 13 of the Terms and Conditions, the Corporation or its designee is authorized to withhold from any payment relating to an Option or from any payroll or other payment to the Qualified Person, amounts of withholding and other taxes or fees due in connection with the Option, and to take any other action to the extent permissible under applicable law as the Corporation may deem advisable to enable the Corporation and the Qualified Person to satisfy obligations for the payment of withholding taxes, other tax obligations and other costs and fees relating to the Options. This authority shall include, either on a mandatory or elective basis in the discretion of the Corporation, authority (a) to withhold or receive shares of common stock of the Corporation or other property and (b) to make cash payments in respect thereof in satisfaction of the Qualified Person’s tax obligations and other costs and fees relating to the Options.

 

Article 11 (Condition Subsequent)

 

This Agreement shall terminate, automatically, without any procedures being taken, in the event that the Qualified Person is not in the position of director, corporate executive officer, officer or employee of the Corporation or of the Sony Group Companies on the Allotment Date.

 

Article 12 (Compliance with the Applicable Securities Law, Etc.)

 

The Qualified Person shall, in selling the shares of common stock of the Corporation acquired upon exercise of the Options, confirm in advance with the Corporation that such proposed sale is permissible under any and all applicable policies, programs, arrangements or other provisions relating to insider trading maintained by the Corporation or any of its subsidiaries and shall comply with any and all applicable laws and regulations, including but not limited to U.S. and Japanese laws.

 

Article 13 (Amendment to this Agreement and Treatment of Matters Not Provided for in this Agreement)

 

1.       Except as otherwise provided in this Agreement (including any Exhibit to this Agreement), this Agreement (including any Exhibit to this Agreement) cannot be modified or amended in any manner except by a further agreement expressly stating the intention to modify this Agreement and which is signed by both parties to this Agreement.

 

2.       Notwithstanding the immediately preceding Paragraph, if it is found out that this Agreement is not in compliance with the Companies Act, the Financial Instruments and Exchange Act, the Income Tax Act, the Corporation Tax Act or any other related laws or regulations of Japan or any applicable laws of any other jurisdiction, or if this Agreement becomes not in compliance therewith as a result of amendments thereto which become effective after the conclusion of this Agreement, the Corporation may, without the consent of the Qualified Person, with notice to the Qualified Person, adequately establish, amend or eliminate the subject provisions.

 

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3.       With respect to matters not provided for in this Agreement or documents provided under Article 6 of this Agreement, such matters shall be determined by consultation in good faith between the Corporation and the Qualified Person. In the event that the Qualified Person rejects such consultation, or in the event that such consultation fails to bring an agreement, such matters shall be decided by the Corporation and such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement. Decisions of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options and this Agreement shall be final and binding on all parties. None of the Corporation or such representative corporate executive officers or other persons as the Corporation may designate from time to time to represent the Corporation in respect of the Terms and Conditions, the Options or this Agreement shall be liable to any Qualified Person for any action, omission or determination relating to the Terms and Conditions, the Options or this Agreement.

 

Article 14 (Manner of Notice)

 

Notices by the Corporation to the Qualified Person under the Terms and Conditions and this Agreement shall be made in any of the following manners:

 

(1) delivering (including mailing) a written notice to the address of the Qualified Person set forth in the register of the Options;

 

(2) sending documents to the Qualified Person at his/her department in the Corporation (including any Sony Group Company) or sending electronic data to the e-mail address of the Qualified Person at the Corporation (including any Sony Group Company); or

 

(3) giving notice on the web site of the Corporation (including any Sony Group Company) or its duly authorized designee.

 

Article 15 (Construction)

 

Nothing herein shall be construed to give the Qualified Person any right or entitlement to receive options to purchase common stock of the Corporation in the future from the Corporation or any of its subsidiaries. Nothing contained herein shall confer upon the Qualified Person any right to continue in the employment of the Corporation or any of its subsidiaries or constitute any contract or agreement of employment or interfere in any way with the right of the Corporation or its subsidiaries to reduce or modify a Qualified Person’s compensation in existence at the time of the granting of any Option or otherwise, or to terminate a Qualified Person’s employment or change the Qualified Person’s position or the terms of employment with or without cause. Nothing contained herein shall prevent the Corporation from, and the Corporation expressly reserves the right to, modify the terms and conditions of options to purchase common stock of the Corporation, if any, that are or may be granted in the future.

 

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Article 16 (Governing Law and Jurisdiction)

 

This Agreement shall be governed by and construed in accordance with the laws of Japan. The Tokyo District Court shall have the exclusive jurisdiction for settling any and all disputes that arise under or in connection with this Agreement.

 

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IN WITNESS WHEREOF, this Agreement and the grant of the Options provided for herein shall be effective as of the date that either: (i) two (2) originals of this Agreement have been prepared and executed by seal impressions or signatures by the Corporation and the Qualified Person, each party retaining one (1) original or (ii) the Qualified Person has accepted the grant of Options via electronic means, in accordance with procedures specified by the Corporation (including any Sony Group Company) for such purpose, by providing a valid electronic signature.

     
  SONY CORPORATION
  7-1, Konan 1-chome, Minato-ku, Tokyo
     
  By:  
   

Kenichiro Yoshida 

President and Chief Executive Officer, 

Representative Corporate Executive Officer 

Date:     April 16, 2020

     
  QUALIFIED PERSON
     
  By:  
    Name:
     
    Address:
    Date:   April 16, 2020

 

  - 8 -  

 

 

 

 

Exhibit 1

 

TERMS AND CONDITIONS OF THE FORTY-SECOND SERIES OF

STOCK ACQUISITION RIGHTS

FOR SHARES OF COMMON STOCK OF SONY CORPORATION

 

These terms and conditions of the stock acquisition rights shall apply to the Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock (hereinafter referred to as the “Options”) of Sony Corporation (hereinafter referred to as the “Corporation”) issued on April 17, 2020 by the Corporation in accordance with the special resolution adopted at the 102nd Ordinary General Meeting of Shareholders held on June 18, 2019 and the resolution adopted at the meeting of the Board of Directors held on March 26, 2020:

 

1. Aggregate Number of Options

 

200

 

2. Class and Number of Shares to be Issued or Transferred upon Exercise of Options

 

The class of shares to be issued or transferred upon exercise of the Options shall be shares of common stock, and the number of shares to be issued or transferred upon exercise of each Option (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 the Options shall be 20,000 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 Condition 3 below, the aggregate number of shares to be issued or transferred upon exercise of the Options shall be adjusted to the number obtained by multiplying the Number of Granted Shares after adjustment by the aggregate number of the Options as prescribed in Condition 1 above.

 

3. Adjustment of Number of Granted Shares

 

(1) In the event that the Corporation conducts a stock split (including free distribution of shares (musho-wariate)) or consolidation of the Common Stock, the Number of Granted Shares shall be adjusted in accordance with the following formula:

 

Number of Granted Shares after adjustment = Number of Granted Shares before adjustment x Ratio of split or consolidation
         
(2) An adjustment to the Number of Granted Shares under the immediately preceding Item shall be made only with respect to the Number of Granted Shares for the Options 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.

 

(3) The effective date of the Number of Granted Shares after adjustment shall be the same day as the date on which the Exercise Price after adjustment becomes effective as provided for in Item (2) of Condition 7 with regard to the adjustment of the Exercise Price pursuant to Condition 7 for the same reason as the adjustment of the Number of Granted Shares.

 

(4) When the Number of Granted Shares is adjusted, the Corporation shall give notice of necessary matters to each holder of the Options registered in the register of Options, no later than the day immediately preceding the effective date of the Number of Granted Shares after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date.

 

4. Payment in exchange for Options

 

The Options are issued without payment of any consideration to the Corporation.

 

 

 

 

5. Allotment Date of Options

 

April 17, 2020 (hereinafter referred to as the “Allotment Date”)

 

6. Amount of Assets to be Contributed upon Exercise of Options

 

The amount of assets to be contributed upon exercise of the Options shall be the amount obtained by multiplying the amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) by the Number of Granted Shares. The Exercise Price is initially as set forth in Exhibit 2 attached to the Agreement concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2019 dated April 16, 2020.

 

7. Adjustment of Exercise Price

 

(1) 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 the Options, the Exercise Price shall be adjusted in accordance with the following formula, and any fraction less than one (1) cent resulting from the adjustment shall be rounded up to the nearest one (1) cent:

 

Exercise Price after
adjustment 		= Exercise Price before
adjustment 		x 1
Ratio of split or consolidation

 

(2) In the case that the Exercise Price is adjusted pursuant to the immediately preceding Item, the effective date of the Exercise Price after adjustment shall be as set forth below:

  

The Exercise Price after adjustment shall become effective, in the case of a stock split, on and after the day immediately following the record date for such stock split, and in the case of a stock consolidation, on and after the effective date thereof.

 

(3) In addition to the cases in Item (1) of this Condition where the Exercise Price is required to be adjusted, the Exercise Price shall be adjusted in a manner deemed to be appropriate by the Corporation in the following cases.

 

(i) When the Exercise Price is required to be adjusted due to a merger, corporate split (split by new incorporation or by absorption) or reduction of the amount of capital of the Corporation.

 

(ii) In addition to Item (i) above, when the Exercise Price is required to be adjusted due to the occurrence of an event that causes or may cause a change in the total number of the issued Common Stock.

 

(4) When the Exercise Price is adjusted, the Corporation shall give notice of necessary matters to each holder of the Options registered in the register of Options, no later than the day immediately preceding the effective date of the Exercise Price after adjustment; provided, however, that if the Corporation is unable to give such notice no later than the day immediately preceding such effective date, the Corporation shall promptly give such notice on or after such effective date.

 

8. Period during which Options May be Exercised

 

From and including April 17, 2021, up to and including April 16, 2030. If the last day of such period falls on a holiday of the Corporation, the immediately preceding business day shall be the last day of such period.

 

9. Conditions for Exercise of Options

 

(1) No Option may be exercised in part.

 

(2) 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, the Options 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).

 

2

 

 

10. Restrictions under the U.S. Securities Act and Other Matters

 

The Corporation shall not be obligated to effect the registration pursuant to the U.S. Securities Act of 1933, as amended, of any Common Stock to be issued or transferred upon exercise of the Options or to effect similar compliance under any state laws. Notwithstanding anything herein to the contrary, the Corporation shall not be obligated to issue or cause to be issued or delivered any Common Stock pursuant to these terms and conditions unless and until the Corporation is advised by its legal counsel that the issuance and delivery of such Common Stock is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may require, as a condition to the issuance and transfer of the Common Stock pursuant to these terms and conditions, that the recipient of such Common Stock make such covenants, agreements and representations, and that records and any other documentation of such Common Stock bear such legends, as the Corporation deems necessary or desirable.

 

The exercise of any Option granted hereunder shall only become effective at such time as counsel to the Corporation shall have determined that the issuance and transfer of the Common Stock pursuant to such exercise is in compliance with all applicable laws, regulations of governmental authorities and the requirements of any securities exchange on which the Common Stock is traded. The Corporation may, in its sole discretion, defer the effectiveness of the exercise of an Option granted hereunder to allow the issuance and transfer of the Common Stock upon such exercise to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state securities laws. The Corporation shall inform the holder of such Option in writing of the decision to defer the effectiveness of the exercise of such Option granted hereunder. During the period that the effectiveness of the exercise of an Option has been deferred, the holder of such Option may, by a written notice, withdraw such exercise and obtain the refund of any amounts paid in connection with such exercise.

 

11. Mandatory Repurchase of Options

 

Not applicable.

 

12. Restrictions on Acquisition of Options through Transfer

 

The Options cannot be acquired through transfer (other than any transfer of Options that are vested and exercisable upon the death of a holder of the Options to such holder’s estate or beneficiaries), unless such acquisition is expressly approved by the Board of Directors of the Corporation.

 

13. Application for Exercise of Options and Manner of Payment

 

(1) In the case of exercise of the Options, the holder of the Options shall exercise the Options by submitting an exercise request together with the information required by the Corporation either electronically or telephonically through the process designated by the Corporation from time to time.

 

(2) With completion of the process for Exercise of the Options as provided in (1) above, the entire amount of the Exercise Price to be paid in upon exercise of the Options, including any applicable taxes and all other costs or fees associated with the exercise (hereinafter referred to as the “Amount of Payment”) shall be paid in cash to an account designated by the Corporation at the payment handling place provided for in Condition 15 at or before the date and time designated by the Corporation. The entitlement of a holder of the Options to the receipt of the Common Stock upon exercise of an Option is subject to the payment in full of any federal, state, local and foreign taxes of any kind required to be withheld with respect to the exercise of such Option, as well as the payment in full of any costs or fees (such as brokerage fees) associated with the exercise of such Option.

 

3

 

 

(3) Except as provided for in Condition 10, any holder of the Options who has completed the process as provided in (1) above, may not cancel such exercise thereafter.

 

14. Place where Applications for Exercise of Options are Made

 

Sony Corporation of America, Human Resources, or its duly authorized designee

 

15. Payment Handling Place on Exercise of Options

 

Sumitomo Mitsui Banking Corporation, Head Office (or any successor bank of such bank from time to time and/or any successor office of such office)

 

16. Effective Date and Time of Exercise of Options

 

Except as provided for in Condition 10, the exercise of the Options shall become effective when the holder of the Options has duly completed the process set forth in Items (1) and (2) of Condition 13 and the Corporation or its designee has accepted the exercise.

 

17. Matters concerning the Amount of Capital and the Additional Paid-in Capital Increased by the Issuance of Shares upon Exercise of Options

 

(1) The amount of capital increased by the issuance of shares upon exercise of the Options shall be the amount obtained by multiplying the maximum limit of capital increase, as calculated in accordance with the provisions of Paragraph 1, Article 17 of the Company Accounting Ordinance of Japan, 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.

 

(2) The amount of additional paid-in capital increased by the issuance of shares upon exercise of the Options shall be the amount obtained by deducting the capital to be increased, as provided in (1) above, from the maximum limit of capital increase, as also provided in (1) above.

 

18. Handling of Matters Relating to Abolition of Unit Share System

 

In the case that the Corporation abolishes the unit share system after the Allotment Date of the Options, the Corporation may take necessary measures for handling the related matters thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and consistent with these terms and conditions.

 

19. Handling of Matters Relating to Amendments to Companies Act, and other Laws and Regulations

 

In the case that provisions of the Companies Act of Japan and/or other Japanese laws and regulations relating to the shares or the stock acquisition rights are amended after the Allotment Date of the Options, the Corporation may take necessary measures for handling the matters relating thereto in a manner deemed as appropriate by the Corporation in accordance with the provisions of the Companies Act of Japan and/or other Japanese laws and regulations then in effect and consistent with these terms and conditions.

 

  4  

 

 

Exhibit 2

 

EXERCISE PRICE

 

Amount to be paid per share to be issued or transferred upon exercise of the Options (hereinafter referred to as the “Exercise Price”) is initially US$ ●.

 

Provided, however, that if the U.S. dollar amount obtained by dividing the closing price of shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange (hereinafter referred to as the “Closing Price”) on the Allotment Date (as defined in Article 3 of the Agreement concerning Allocation of the Stock Acquisition Rights of Sony Corporation for the Fiscal Year 2019 dated April 16, 2020) (if there is no Closing Price on such date, the Closing Price on the immediately preceding trading day) 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 ten (10) consecutive trading days (excluding days on which there is no Closing Price) immediately prior to the Allotment Date (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) is higher than US$ ●, then the amount equal to the U.S. dollar amount obtained by dividing the Closing Price on the Allotment Date 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) shall be the initial Exercise Price. In this case, the Corporation shall notify such initial Exercise Price to the Qualified Person by sending a notice (hereinafter referred to as the “Notice”) on or about April 17, 2020. The provisions with respect to the initial Exercise Price in the Notice shall automatically supersede the provisions in this Exhibit 2.

 

 

 

 

 

 

 

 

 

SONY CORP S-8

Exhibit 5.1

 

April 15, 2020

 

Sony Corporation

7-1, Konan 1-chome

Minato-ku, Tokyo 108-0075

Japan

 

Ladies and Gentlemen:

 

We have acted as Japanese counsel to Sony Corporation, a corporation organized under the laws of Japan (“Sony”) in connection with the Registration Statement as defined below. Sony has requested our opinion in connection with a Registration Statement on Form S-8 (the “Registration Statement”) which is (i) to be filed by it with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Act”); and which (ii) relates to an aggregate of 20,000 shares of its common stock (the “Shares”) issuable upon exercise of the Forty-Second Series of Stock Acquisition Rights for Shares of Common Stock of Sony (the “SARs”) granted to an employee of a subsidiary of Sony in connection with its Stock Incentive Plan.

 

In connection with this opinion letter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and such other records, documents, certificates, agreements, or other instruments and have made such other inquiries, all as we deemed necessary to enable us to render the opinions expressed below.

 

Based on the foregoing, we are of the opinion that the Shares to be issued upon exercise of the SARs have been duly and validly authorized for issuance and, when issued upon exercise of the SARs in compliance with the provisions of the terms and conditions of the SARs, will be validly issued, fully paid and non-assessable.

 

We are members of the bar of Japan and our opinion is limited solely to the laws of Japan effective as of the date hereof.

 

We consent to the inclusion of this opinion as part of the Registration Statement and to the reference to our firm therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules promulgated thereunder.

 

  Very truly yours,
   
  /s/ Nagashima Ohno & Tsunematsu
   
(MI)  

 

 

     

 

SONY CORP S-8

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sony Corporation (Sony Kabushiki Kaisha) of our report dated May 22, 2019 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Sony Corporation’s Annual Report on Form 20-F for the year ended March 31, 2019.

 

/s/ PricewaterhouseCoopers Aarata LLC

Tokyo, Japan

April 15, 2020