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 October 2005
Commission File Number: 001-06439
SONY CORPORATION
(Translation of registrant's name into English)
7-35 KITASHINAGAWA 6-CHOME, SHINAGAWA-KU, TOKYO, JAPAN
(Address of principal executive offices)
The registrant files annual reports under cover of Form 20-F.
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F,
Form 20-F X Form 40-F __
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934,
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):82-______
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SONY CORPORATION
(Registrant)
By: /s/ Nobuyuki Oneda
(Signature)
Nobuyuki Oneda
Executive Vice President and
Chief Financial Officer
Date: October 26, 2005
List of materials
Documents attached hereto:
i) Press release announcing Sony Corporation to Issue Stock Acquisition
Rights for the Purpose of Granting Stock Options
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku
Tokyo, 141-0001 Japan
No.05-060E
October 26, 2005
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 shares of common stock of
the Corporation for the purpose of granting stock options to directors,
corporate executive officers and employees of the Corporation and its
subsidiaries, pursuant to Articles 280-20 and 280-21 of the Commercial Code of
Japan and to the approval of the Corporation's 88th Ordinary General Meeting of
Shareholders held on June 22, 2005.
The principal terms of the issue are as follows:
I. The Tenth Series of Stock Acquisition Rights for Shares of Common Stock of
the Corporation
1. Issue date of Stock Acquisition Rights
November 17, 2005
2. Aggregate number of Stock Acquisition Rights
11,241
3. Issue price of Stock Acquisition Rights
The Stock Acquisition Rights are issued without the payment to the
Corporation of any consideration.
4. Class and number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights
1,124,100 shares of common stock of the Corporation
The number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right shall be 100 shares of common stock of the
Corporation.
5. Amount to be paid in per share to be issued or transferred upon exercise of
Stock Acquisition Rights (the "Exercise Price")
The Exercise Price shall be initially the average of the closing prices
of shares of common stock of the Corporation in the regular trading
thereof on the Tokyo Stock Exchange (each the "Closing Price") for the
ten (10) consecutive trading days (excluding days on which there is no
Closing Price) immediately prior to the issue 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 any
of (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 day
immediately after the issue date of the 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), (ii) 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 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 (iii) the Closing Price on the issue 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 highest price among (i), (ii) and (iii) above.
6. Period during which Stock Acquisition Rights may be exercised
From and including November 17, 2006, up to and including November 16,
2015. 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.
7. Conditions for exercise of Stock Acquisition Rights
(1) No Stock Acquisition Right may be exercised in part.
(2) If a share exchange or a share transfer by which the Corporation becomes
a wholly-owned subsidiary of another company is approved at the General
Meeting of Shareholders of the Corporation, the holders of the Stock
Acquisition Rights may not exercise the Stock Acquisition Rights on and
after the effective date of such share exchange or share transfer.
8. Mandatory Cancellation of Stock Acquisition Rights
Not applicable.
9. Restrictions on transfer of Stock Acquisition Rights
The Stock Acquisition Rights are non-transferable, unless such transfer
is expressly approved by the Board of Directors of the Corporation.
10. Issue of certificates for Stock Acquisition Rights
Certificates for the Stock Acquisition Rights shall be issued only when
a holder of the Stock Acquisition Rights requests the Corporation to
issue such certificates of Stock Acquisition Rights.
11. The amount to be accounted for as stated capital in respect of shares to be
issued upon exercise of Stock Acquisition Rights
The amount to be accounted for as stated capital shall be the amount
obtained by multiplying the Exercise Price by 0.5, and any fraction less
than one (1) yen resulting from such calculation shall be rounded up to
the nearest one (1) yen.
12. Persons to whom Stock Acquisition Rights will be allocated:
Directors, corporate executive officers and employees of the Corporation
and its subsidiaries (total: 623)
II. The Eleventh Series of Stock Acquisition Rights for Shares of Common Stock
of the Corporation
1. Issue date of Stock Acquisition Rights
November 17, 2005
2. Aggregate number of Stock Acquisition Rights
13,675
3. Issue price of Stock Acquisition Rights
The Stock Acquisition Rights are issued without the payment to the
Corporation of any consideration.
4. Class and number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights
1,367,500 shares of common stock of the Corporation
The number of shares to be issued or transferred upon exercise of each
Stock Acquisition Right shall be 100 shares of common stock of the
Corporation.
5. Amount to be paid in per share to be issued or transferred upon exercise of
Stock Acquisition Rights (the "Exercise Price")
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 issue 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 (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 any of (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 day that is
immediately after the issue date of the Stock Acquisition Rights, (ii)
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 issue date of the Stock Acquisition Rights) on which the
Corporation fixes the Exercise Price, or (iii) the Closing Price on the
issue 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 highest among (i), (ii) and (iii) 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).
6. Period during which Stock Acquisition Rights may be exercised
From and including November 18, 2005, up to and including November 17,
2015. 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.
7. Conditions for exercise of Stock Acquisition Rights
(1) No Stock Acquisition Right may be exercised in part.
(2) If a share exchange or a share transfer by which the Corporation becomes
a wholly-owned subsidiary of another company is approved at the General
Meeting of Shareholders of the Corporation, the holders of the Stock
Acquisition Rights may not exercise the Stock Acquisition Rights on and
after the effective date of such share exchange or share transfer.
8. Mandatory Cancellation of Stock Acquisition Rights
Not applicable.
9. Restrictions on Transfer of Stock Acquisition Rights
The Stock Acquisition Rights are non-transferable (other than any
transfer upon the death of a holder of the Stock Acquisition Rights to
such holder's estate or beneficiaries), unless such transfer is
expressly approved by the Board of Directors of the Corporation.
10. Issue of certificates for Stock Acquisition Rights
Certificates for the Stock Acquisition Rights shall be issued only when
a holder of the Stock Acquisition Rights requests the Corporation to
issue such certificates of Stock Acquisition Rights.
11. The amount to be accounted for as stated capital in respect of shares to be
issued upon exercise of Stock Acquisition Rights
The amount to be accounted for as stated capital shall be the amount
obtained by multiplying the Exercise Price by 0.5, and any fraction less
than one (1) cent resulting from such calculation shall be rounded up to
the nearest one (1) cent.
12. Persons to whom Stock Acquisition Rights will be allocated
Directors, corporate executive officers and employees of the Corporation
and its subsidiaries (total: 501)