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 October 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,
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Form
20-F X
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Form
40-F __
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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.
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SONY
CORPORATION
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(Registrant)
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By: /s/ Nobuyuki
Oneda
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(Signature)
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Nobuyuki
Oneda
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Executive
Vice President and
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Chief
Financial Officer
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Date: October
29, 2008
List of
materials
Documents
attached hereto:
i) Press release
announcing Sony
Corporation to Issue
Stock Acquisition Rights for
the Purpose of Granting Stock Options
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News
& Information
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1-7-1
Konan, Minato-ku
Tokyo,
108-0075 Japan
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October
29, 2008
Sony
Corporation to Issue Stock Acquisition Rights
for
the Purpose of Granting Stock Options
Sony
Corporation (the “Corporation”) resolved at a meeting of its Board of Directors
today to issue Stock Acquisition Rights for the purpose of granting stock
options, pursuant to the provisions of Articles 236, 238 and 239 of the
Companies Act and to the approval of the Corporation’s 91st Ordinary
General Meeting of Shareholders held on June 20, 2008.
I.
The reason why the Corporation will issue Stock Acquisition Rights for the
purpose of granting stock options
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.
The principal terms of the issue are as follows
The Sixteenth Series of
Stock Acquisition Rights
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1.
Persons to whom Stock Acquisition Rights will be allocated and number of
Stock Acquisition Rights to be
allocated:
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Number
of persons
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(Number
of Stock Acquisition Rights)
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|||||
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Directors
of the Corporation
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12
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(216) | |||
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Corporate
executive officers of the Corporation
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5
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(2,060) | |||
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Employees
of the Corporation
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207
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(3,429) | |||
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Directors
of the subsidiaries of the Corporation
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79
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(1,191) | |||
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Employees
of the subsidiaries of the Corporation
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131
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(1,422) | |||
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total:
434
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(total: 8,318) | ||||
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2.
Class and number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights:
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1/5
831,800
shares of common stock of the Corporation
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.
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3.
Aggregate
number of Stock Acquisition
Rights:
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8,318
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4.
Payment
in exchange for Stock Acquisition
Rights:
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The Stock
Acquisition Rights are issued without payment of any consideration to the
Corporation.
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5.
Amount
of assets to be contributed upon exercise of Stock Acquisition
Rights:
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The amount
of the assets (cash) to be contributed by the exercising holder upon exercise of
the Stock Acquisition Rights shall be the amount obtained by multiplying the
amount to be paid in per share to be issued or transferred upon exercise of the
Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”) by
the Number of Granted Shares. The Exercise Price shall be initially
the average of the closing prices of the 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 (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
date (being the Allotment Date of the 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 (ii) the Closing Price on the Allotment 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 higher price of (i) or
(ii) above.
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6.
Period
during which Stock Acquisition Rights may be
exercised:
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From and
including November 18, 2009, up to and including November 17,
2018. 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.
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7.
Conditions
for exercise of Stock Acquisition
Rights:
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(1) No
Stock Acquisition Right 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 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).
2/5
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8.
Matters concerning amount of capital and additional paid-in capital
increased by issuance of shares upon exercise of Stock Acquisition
Rights:
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(1) The amount
of capital increased by the issue of the shares upon exercise of the 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 Ordinance, 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 issue of the shares upon exercise
of the Stock Acquisition Rights 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.
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9.
Mandatory
repurchase of Stock Acquisition
Rights:
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Not
applicable.
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10.
Restrictions
on acquisition of Stock Acquisition Rights through
transfer:
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The Stock
Acquisition Rights cannot be acquired through transfer, unless such acquisition
is expressly approved by the Board of Directors of the
Corporation. Transfer of the Stock Acquisition Rights shall be
subject to the restrictions provided for in the Allocation
Agreement.
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11.
Allotment
date of Stock Acquisition
Rights:
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November
18, 2008
The Seventeenth Series of
Stock Acquisition Rights
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1.
Persons to whom Stock Acquisition Rights will be allocated and number of
Stock Acquisition Rights to be
allocated:
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Number
of persons
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(Number
of Stock Acquisition Rights)
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Corporate
executive officers of the Corporation
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2
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(5,300) | |||
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Directors
of the subsidiaries of the Corporation
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36
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(3,450) | |||
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Employees
of the subsidiaries of the Corporation
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566
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(8,017) | |||
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total:
604
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(total: 16,767) | ||||
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2.
Class and number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights:
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1,676,700
shares of common stock of the Corporation
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.
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3.
Aggregate number of Stock Acquisition
Rights:
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16,767
3/5
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4.
Payment in exchange for Stock Acquisition
Rights:
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The Stock
Acquisition Rights are issued without payment of any consideration to the
Corporation.
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5.
Amount of assets to be contributed upon exercise of Stock Acquisition
Rights:
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The amount
of the assets (cash) to be contributed by the exercising holder upon exercise of
the Stock Acquisition Rights shall be the amount obtained by multiplying the
amount to be paid in per share to be issued or transferred upon exercise of the
Stock Acquisition Rights (hereinafter referred to as the “Exercise Price”) by
the Number of Granted Shares. The Exercise Price shall be initially
the U.S. dollar amount obtained by dividing the average of the closing prices of
the 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
(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 (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 date (being the Allotment Date of the Stock Acquisition Rights) on
which the Corporation fixes the Exercise Price or (ii) the Closing Price on the
Allotment 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 higher
price of (i) or (ii) 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).
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6.
Period during which Stock Acquisition Rights may be
exercised:
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From and
including November 18, 2009, up to and including November 17,
2018. 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.
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7.
Conditions for exercise of Stock Acquisition
Rights:
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(1) No
Stock Acquisition Right 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 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).
4/5
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8.
Matters concerning amount of capital and additional paid-in capital
increased by issuance of shares upon exercise of Stock Acquisition
Rights:
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(1) The amount of capital
increased by the issue of the shares upon exercise of the 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 Ordinance, 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 issue of the shares upon exercise of
the Stock Acquisition Rights 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.
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9.
Mandatory repurchase of Stock Acquisition
Rights:
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Not
applicable.
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10.
Restrictions on acquisition of Stock Acquisition Rights through
transfer:
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The Stock
Acquisition Rights cannot be acquired through transfer (other than any transfer
upon the death of a holder of the Stock Acquisition Rights to such holder’s
estate or beneficiaries), unless such acquisition is expressly approved by the
Board of Directors of the Corporation. Transfer of the Stock
Acquisition Rights shall be subject to the restrictions provided for in the
Allocation Agreement.
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11.
Allotment date of Stock Acquisition
Rights:
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November
18, 2008
5/5