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 Compulsory Conversion of Subsidiary Tracking Stock
Sony Corporation
6-7-35 Kitashinagawa
Shinagawa-ku
Tokyo, 141-0001 Japan
No. 05-061E
October 26, 2005
Compulsory Conversion of Subsidiary Tracking Stock
Sony Corporation ("Sony") decided at today's meeting of its Board of Directors
to terminate all shares of Subsidiary Tracking Stock ("TS"), the economic value
of which is intended to be linked with Sony Communication Network Corporation's
("SCN") economic value. All shares of TS will be converted to shares of Sony
Common Stock on Thursday, December 1, 2005 (the "Compulsory Conversion Date").
1. Purpose for Compulsory Conversion
In light of recent drastic changes in the internet-related industry, Sony Group
management desires to enhance SCN's enterprise value. To accomplish this goal,
Sony believes that SCN's business operations and strategy must be independent
from the Sony Group. Therefore, Sony decided to make shares of common stock of
SCN ("SCN Common Stock") publicly available and to terminate all shares of TS.
With respect to the method of termination, Sony reviewed the various options
that are stipulated in its Articles of Incorporation, including compulsory
retirement in cash and compulsory exchange with shares of SCN Common Stock. In
the end, Sony selected compulsory conversion to shares of Sony Common Stock.
2. Conditions for Compulsory Conversion
(1) Schedule of Compulsory Conversion
October 26, 2005 (Wednesday) Board of Directors to approve compulsory
conversion
October 28, 2005 (Friday) Commencement date of submission period
for share certificates of shares of TS
November 25, 2005 (Friday) The delisting date for shares of TS
November 30, 2005 (Wednesday)Last day of submission period for share
certificates of shares of TS
December 1, 2005 (Thursday) Compulsory Conversion Date
Commencement date of trading of Sony
Common Stock allotted (in case of shares
held under the securities depository
system)
January 16, 2006 (Monday) The date starting to deliver the new
certificates for Sony Common Stock
(2) Compulsory Conversion Ratio
For each share of TS, Sony will allot and deliver 1.114 shares of
Sony Common Stock to the registered TS shareholder as at the close
of Wednesday, November 30, 2005, the day immediately preceding the
Compulsory Conversion Date.
Note 1 Pursuant to Article 10-9 of the Sony's Articles of
Incorporation, the number of shares of Sony Common Stock to
be issued upon compulsory conversion will be calculated by
multiplying the Standard Market Price for shares of TS
(3,882.0 yen) by 1.1, and then dividing the result by the
Standard Market Price for shares of Sony Common Stock
(3,834.0 yen). (Such number will be rounded to the third
decimal place, with five ten-thousandths (5/10,000) and
greater being rounded upwards.)
Note 2 The Standard Market Prices for shares of TS and Sony Common
Stock will be calculated by averaging the closing prices, in
regular transactions on the Tokyo Stock Exchange, of shares
of TS and Sony Common Stock, respectively, for thirty (30)
trading days (from August 19, 2005 to October 3, 2005),
commencing forty-five (45) trading days prior to the date on
which Sony's Board of Directors approved the compulsory
conversion of the shares of TS. (The above average will be
rounded to the first decimal place, with five one-hundredths
(5/100) and greater being rounded upwards.)
(3) Number of shares of Sony Common Stock to be issued upon compulsory
conversion
The number of shares of Sony Common Stock to be issued upon
compulsory conversion will be calculated by multiplying the number
of shares of TS issued on Wednesday, November 30, 2005, by 1.114.
Based upon the number of shares of TS issued on September 30, 2005,
the number of shares of Sony Common Stock that will be issued
pursuant to compulsory conversion will be 3,440,032. However, this
figure is subject to increase as a result of the exercise of
outstanding TS warrants or TS stock acquisition rights.
(4) Commencement date for calculation of dividends
The dividends on the new shares (of Sony Common Stock) to be issued
pursuant to compulsory conversion of shares of TS will be calculated
on, and including October 1, 2005.
(5) Effects on Warrants and Stock Acquisition Rights for the shares of TS
Warrants and stock acquisition rights were issued for the purpose of
giving stock incentives to SCN's directors and employees. On and
after the Compulsory Conversion Date, as a result of the termination
of shares of TS by way of compulsory conversion to shares of Sony
Common Stock, the class of shares to be issued upon exercise of
such warrants or stock acquisition rights will be changed to shares
of Sony Common Stock. In addition, the exercise prices of such
warrants and stock acquisition rights will be adjusted in accordance
with the conversion ratio for the compulsory conversion, as follows:
+-----------------+---------------+--------------+--------------+---------------+
| |The fourteenth | The second | The fifth | The eighth |
| | series of | series of | series of | series of |
| |unsecured bonds| Subsidiary | Subsidiary | Subsidiary |
| | with warrants |Tracking Stock|Tracking Stock|Tracking Stock |
| | for shares of | Acquisition | Acquisition | Acquisition |
| | Subsidiary | Rights | Rights | Rights |
| |Tracking Stock | | | |
+-----------------+---------------+--------------+--------------+---------------+
|Exercise Price | Y 2,962.3 | Y 904.8 | Y 731.6 | Y 1,130.2 |
|after adjustment | (Y 3,300) | (Y 1,008) | (Y 815) | (Y 1,259) |
|(Exercise Price | | | | |
|before | | | | |
|adjustment) | | | | |
+-----------------+---------------+--------------+--------------+---------------+
|Effective date | On and after | On and after | On and after | On and after |
| | December 1, | December 1, | December 1, | December 1, |
| | 2005 | 2005 | 2005 | 2005 |
+-----------------+---------------+--------------+--------------+---------------+
|Aggregate issue | Y 150,000,000 | Y 36,657,972 | Y 31,264,926 | Y 57,080,751 |
|price if all | | | | |
|shares are issued| | | | |
|upon exercise (on| | | | |
|September 30, | | | | |
|2005) | | | | |
+-----------------+---------------+--------------+--------------+---------------+
|Amount per share | Y 1,482 | Y 453 | Y 366 | Y 566 |
|to be accounted | | | | |
|for as stated | | | | |
|capital in | | | | |
|respect of shares| | | | |
|to be issued upon| | | | |
|exercise | | | | |
+-----------------+---------------+--------------+--------------+---------------+