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 April 2007
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,
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: April 24, 2007
List of materials
Documents attached hereto:
i) Press releases announcing Appointment of an independent auditor and Stock
Options
April 23, 2007
Sony Corporation
Appointment of an independent auditor
Sony Corporation announced today that the Board of Directors of Sony Corporation
(the "Corporation") passed a resolution that a request for approval to appoint
an independent auditor be submitted to the 90th Ordinary General Meeting of
Shareholders, scheduled for June 21, 2007, as described below.
1. Reasons for Proposal
Following an order by the Financial Services Agency of Japan to suspend its
auditing for purposes of the Japanese legislative audit starting July 1,
2006, ChuoAoyama Accounting Firm stepped down from its position as the
Corporation's independent auditor. At a meeting of the Audit Committee of
the Board of Directors held on July 3, 2006, a resolution was passed to
appoint PricewaterhouseCoopers Aarata (the "Firm") as temporary independent
auditor to replace ChuoAoyama Accounting Firm.
The term of office of the Firm as temporary independent auditor will expire
at the conclusion of the 90th Ordinary General Meeting of Shareholders.
Taking into account the Firm's suitability for audit work at the
Corporation and its commitment to a strong internal management control
system, both of which have been confirmed by the Audit Committee based upon
a careful study, the Audit Committee resolved on April 20, 2007, to request
approval that the Firm be appointed independent auditor at this Ordinary
General Meeting of Shareholders.
2. Name and Address of Independent Auditor Candidate
Name: PricewaterhouseCoopers Aarata
Office address: 13th Floor, East Tower, Sumitomo Fudosan Mita Twin
Building, 2-8, Shibaura 4-chome, Minato-ku, Tokyo
3. Proposed Date of Engagement
June 21, 2007
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April 23, 2007
Sony Corporation
Stock Options (Stock Acquisition Rights)
Sony Corporation (the "Corporation") resolved at a meeting of its Board of
Directors today to propose an agenda asking for authorization to issue stock
acquisition rights to directors, corporate executive officers and employees of
the Corporation and of its subsidiaries as outlined below, for the purpose of
granting stock options, pursuant to the provisions of Articles 236, 238 and 239
of the Company Law of Japan, and to delegate the determination of the terms of
such stock acquisition rights to the Board of Directors of the Corporation. The
proposal will be made at its 90th Ordinary General Meeting of Shareholders to be
held on June 21, 2007.
I. The reason why the Corporation needs to offer stock acquisition rights
upon especially favorable terms.
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. Terms and conditions of issue of stock acquisition rights (hereinafter
referred to as "Stock Acquisition Rights"), the terms of which the
Board of Directors of the Corporation may determine pursuant to the
delegation of such determination by the approval of this Ordinary General
Meeting of Shareholders.
1. Maximum Limit of Aggregate Numbers of Stock Acquisition Rights
Not exceeding 27,500.
2. Payment in exchange for Stock Acquisition Rights
Stock Acquisition Rights are issued without payment of any consideration
to the Corporation.
3. Matters regarding Stock Acquisition Rights
(1) Class and Number of Shares to be Issued or Transferred upon Exercise
of Stock Acquisition Rights
The class of shares to be issued or transferred upon exercise of Stock
Acquisition Rights shall be shares of common stock, and 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.
The aggregate number of shares to be issued or transferred upon
exercise of Stock Acquisition Rights shall not exceed 2,750,000 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 (2) below, the aggregate number of
shares to be issued or transferred upon exercise of Stock Acquisition
Rights shall not exceed the number obtained by multiplying the Number
of Granted Shares after adjustment by the maximum limit of the
aggregate number of Stock Acquisition Rights as prescribed in 1.
above.
(2) Adjustment of Number of Granted Shares
In the event that the Corporation conducts a stock split (including
free distribution of shares (musho-wariate)) or a consolidation of the
Common Stock after the date of a resolution of this Ordinary General
Meeting of Shareholders, the Number of Granted Shares shall be
adjusted in accordance with the following formula:
Number of Number of Ratio of split
Granted Shares = Granted Shares x or consolidation
after adjustment before adjustment
Any fraction less than one (1) share resulting from the adjustment
shall be disregarded.
(3) Amount of the Assets to be Contributed upon Exercise of Stock
Acquisition Rights
The amount of the assets to be contributed upon exercise of each Stock
Acquisition Right shall be the amount obtained by multiplying the
amount to be paid in per share to be issued or transferred upon
exercise of Stock Acquisition Rights (hereinafter referred to as the
"Exercise Price"), which is provided below, by the Number of Granted
Shares.
(i) Initial Exercise Price
The Exercise Price shall initially be as follows:
(A) Stock Acquisition Rights with Exercise Price Denominated
in Yen
The Exercise Price shall be initially the average of the
closing prices of 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 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
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 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.
(B) Stock Acquisition Rights with Exercise Price Denominated
in U.S. Dollars
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 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
Stock Acquisition Rights) on which the Corporation fixes the
Exercise Price, or (c) the Closing Price on the allotment
date of 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).
(ii)Adjustment of Exercise Price
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
Stock Acquisition Rights, the Exercise Price shall be adjusted in
accordance with the following formula, and any fraction less than
one (1) yen or one (1) cent resulting from the adjustment shall
be rounded up to the nearest one (1) yen or one (1) cent.
Exercise Price Exercise Price 1
after = before x -------------------------------
adjustment adjustment Ratio of split or consolidation
In addition, in the case of a merger with any other company,
corporate split or reduction of the amount of capital of the
Corporation, or in any other case similar thereto where an
adjustment of Exercise Price shall be required, in each case
after the allotment date of Stock Acquisition Rights, the
Exercise Price shall be adjusted appropriately to the extent
reasonable.
(4) Period during which Stock Acquisition Rights May be Exercised
The period during which Stock Acquisition Rights may be exercised will
be the period from the allotment date of Stock Acquisition Rights to
the day on which ten (10) years have passed from such allotment date.
(5) Conditions for the 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
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, Stock Acquisition Rights may not be
exercised on and after the date of such resolution.
(iii)Conditions for the exercise of Stock Acquisition Rights other
than the conditions referred to above shall be determined by the
Board of Directors of the Corporation.
(6) Mandatory Repurchase of Stock Acquisition Rights
Not applicable.
(7) Matters concerning the Amount of Capital and the Additional Paid-in
Capital Increased by the Issue of the Shares upon Exercise of Stock
Acquisition Rights
(i) The amount of capital increased by the issue of the shares upon
exercise of 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 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.
(8) 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.
Note: The issuance of the Stock Acquisition Rights shall be subject to the
approval by shareholders on the agenda referred to above to be obtained
at the 90th Ordinary General Meeting of Shareholders of the Corporation to
be held on June 21, 2007. In addition, terms of a specific issue and
allotment of the Stock Acquisition Rights will be determined by the Board
of Directors of the Corporation or the Corporate Executive Officer to whom
the determination has been delegated by a resolution of the Board of
Directors of the Corporation after the general meeting of shareholders
referred to above.
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