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 November 2009
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 Deputy
President and
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Chief
Financial Officer
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Date: November
20, 2009
List of
materials
Documents
attached hereto:
i) Press
release entitled "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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November 20,
2009
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Sony
Corporation to Issue Stock Acquisition Rights for
the Purpose of Granting Stock Options
Sony
Corporation (the “Corporation”) determined today by resolutions of its Board of
Directors 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 92nd Ordinary General
Meeting of Shareholders held on June 19, 2009.
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 (collectively the “Group”) and thereby improving the
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 Group.
II.
The principal terms of the issue are as follows
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The Eighteenth 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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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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(2,020)
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Employees
of the Corporation
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181
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(3,185)
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Directors
of the subsidiaries of the Corporation
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79
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(1,181)
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Employees
of the subsidiaries of the Corporation
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118
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(1,353)
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total:
395
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(total:
7,905)
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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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790,500
shares of common stock of the Corporation
The number
of shares to be issued or transferred upon exercise of each Stock Acquisition
Right (the “Number of Granted Shares”) shall be 100 shares.
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3.
Aggregate number of Stock Acquisition Rights:
7,905
4. Payment
in exchange for Stock Acquisition Rights:
The Stock
Acquisition Rights are issued without payment of any consideration to the
Corporation.
5. Amount
of assets to be contributed upon exercise of Stock Acquisition
Rights:
The amount
of 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 per share to be issued or transferred upon exercise of the Stock
Acquisition Rights (the “Exercise Price”) by the Number of Granted
Shares. The Exercise Price shall initially be the average of the
closing prices of the Common Stock in the regular trading thereof on the Tokyo
Stock Exchange (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.
6. Period
during which Stock Acquisition Rights may be exercised:
From and
including December 9, 2010, up to and including December 8, 2019. 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:
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(1)
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No
Stock Acquisition Right may be exercised in
part.
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(2)
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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).
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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)
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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 17 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.
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(2)
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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:
Not applicable.
10.
Restrictions on 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. Transfer of the Stock Acquisition Rights shall be
subject to the restrictions provided for in the Allocation
Agreement.
11.
Allotment date of Stock Acquisition Rights:
December 9, 2009
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The Nineteenth 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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Corporate
executive officers of the Corporation
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3
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(5,800)
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Employees
of the Corporation
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1
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(300)
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Directors
of the subsidiaries of the Corporation
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45
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(2,674)
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Employees
of the subsidiaries of the Corporation
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650
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(6,509)
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total:
699
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(total:
15,283)
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2. Class
and number of shares to be issued or transferred upon exercise of Stock
Acquisition Rights:
1,528,300
shares of common stock of the Corporation
The number
of shares to be issued or transferred upon exercise of each Stock Acquisition
Right (the “Number of Granted Shares”) shall be 100 shares.
3.
Aggregate number of Stock Acquisition Rights:
15,283
4. Payment
in exchange for Stock Acquisition Rights:
The Stock
Acquisition Rights are issued without payment of any consideration to the
Corporation.
3/5
5. Amount
of assets to be contributed upon exercise of Stock Acquisition
Rights:
The amount
of 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 per share to be issued or transferred upon exercise of the Stock
Acquisition Rights (the “Exercise Price”) by the Number of Granted
Shares. The Exercise Price shall initially be 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 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 (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 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).
6. Period
during which Stock Acquisition Rights may be exercised:
From and
including December 9, 2010, up to and including December 8, 2019. 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:
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(1)
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No
Stock Acquisition Right may be exercised in
part.
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(2)
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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).
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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)
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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 17 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.
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(2)
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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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4/5
9.
Mandatory repurchase of Stock Acquisition Rights:
Not applicable.
10.
Restrictions on acquisition of Stock Acquisition Rights through
transfer:
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.
11.
Allotment date of Stock Acquisition Rights:
December 9, 2009
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