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 2006
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 25, 2006
List of materials
Documents attached hereto:
i) A 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
October 25, 2006
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
Company Law and to the approval of the Corporation's 89th Ordinary General
Meeting of Shareholders held on June 22, 2006.
The principal terms of the issue are as follows
I. The Twelfth Series of Stock Acquisition Rights
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1. Allotment date of Stock Acquisition Rights
November 16, 2006 (in this part I., the "Allotment Date")
2. Aggregate number of Stock Acquisition Rights
10,695
3. Payment in exchange for Stock Acquisition Rights
The Stock Acquisition Rights are issued without payment of any
consideration to the Corporation.
4. Class and number of shares to be issued or transferred upon exercise
of Stock Acquisition Rights
1,069,500 shares of common stock of the Corporation (the "Common
Stock")
The number of shares to be issued or transferred upon exercise of
each Stock Acquisition Right shall be 100 shares.
5. Amount of the assets to be contributed upon exercise of Stock
Acquisition Rights
The amount of the assets to be contributed 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 any of (a) 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 Allotment 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), (b) 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 (c) 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 highest
price among (a), (b) and (c) above.
6. Period during which Stock Acquisition Rights may be exercised
From and including November 16, 2006, up to and including November
15, 2016. 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
(i) No Stock Acquisition Right may be exercised in part.
(ii)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 shareholder 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, merger,
share exchange (kabushiki-kokan) or share transfer
(kabushiki-iten).
8. Mandatory repurchase of Stock Acquisition Rights
Not applicable.
9. Restrictions on the 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.
10. Matters concerning the amount of capital and the additional paid-in
capital increased by the issuance of the shares upon exercise of Stock
Acquisition Rights
(i) 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 Regulations, 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.
(ii)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 (i) above, from the maximum limit of
capital increase, as also provided in (i) above.
11. Persons to whom Stock Acquisition Rights will be allocated
Directors, corporate executive officers and employees of the
Corporation and its subsidiaries (total: 591)
II. The Thirteenth Series of Stock Acquisition Rights
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1. Allotment date of Stock Acquisition Rights
November 16, 2006 (in this part II., the "Allotment Date")
2. Aggregate number of Stock Acquisition Rights
14,498
3. Payment in exchange for Stock Acquisition Rights
The Stock Acquisition Rights are issued without payment of any
consideration to the Corporation.
4. Class and number of shares to be issued or transferred upon exercise of
Stock Acquisition Rights
1,449,800 shares of Common Stock
The number of shares to be issued or transferred upon exercise of
each Stock Acquisition Right shall be 100 shares.
5. Amount of the assets to be contributed upon exercise of Stock
Acquisition Rights
The amount of the assets to be contributed 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 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
any of (a) 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 Allotment Date of the
Stock Acquisition Rights, (b) 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 (c) 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 highest price among (a), (b) and (c) 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 17, 2006, up to and including November
16, 2016. 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
(i) No Stock Acquisition Right may be exercised in part.
(ii)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 shareholder 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, merger,
share exchange (kabushiki-kokan) or share transfer
(kabushiki-iten).
8. Mandatory repurchase of Stock Acquisition Rights
Not applicable.
9. Restrictions on the 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.
10. Matters concerning the amount of capital and the additional paid-in
capital increased by the issuance of the shares upon exercise of Stock
Acquisition Rights
(i) 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 Regulations, 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.
(ii)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 (i) above, from the maximum limit of
capital increase, as also provided in (i) above.
11. Persons to whom Stock Acquisition Rights will be allocated
Directors, corporate executive officers and employees of the
Corporation and its subsidiaries (total: 511)
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