Report of Foreign Issuer (6-k)
September 11 2020 - 10:25AM
Edgar (US Regulatory)
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 September, 2020
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,
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/ Hiroki Totoki
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(Signature)
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Hiroki Totoki
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Executive Deputy President and
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Chief Financial Officer
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Date: September 11, 2020
List of materials
Documents attached hereto:
i) Press release: Announcement of Decision Regarding Company Split (Small-scale Company Split) from Sony Corporation into Sony Home
Entertainment & Sound Products Inc.
September 11, 2020
Sony Corporation
Announcement of Decision Regarding Company Split (Small-scale Company Split) from Sony Corporation into
Sony Home Entertainment & Sound Products Inc.
Sony Corporation (“Sony” and, together with its consolidated subsidiaries, “Sony Group”) today announced that Sony Home Entertainment & Sound Products Inc. (“SHES”) will succeed to certain rights and
obligations related to Sony’s business managing fulfillment of obligations as a manufacturer under the Home Appliance Recycling Act of Japan (hereinafter, the “Business”) by an “absorption-type company split”, as set forth below.
Certain information is omitted from this announcement since this company-split is a “small-scale company split” with Sony’s wholly-owned subsidiary.
1.
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Purpose of the company split
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Sony will perform the contemplated company split for the purpose of transferring to SHES the shares of the companies running the recycling business in which Sony invests, together with Sony’s contractual status relating to such
investments, as a part of the transfer from Sony to SHES of recycling and environmental-related functions and administration with respect to Sony Group’s TV products.
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2.
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Summary of the company split
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(1)
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Schedule of the company split
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Approval of the company split agreement
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(by the representative corporate executive officer)
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September 11, 2020
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Execution of the company split agreement
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September 15, 2020 (scheduled)
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Effective date of the company split
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October 30, 2020 (scheduled)
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*
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Sony will perform the contemplated company split without obtaining shareholder approval of the company split agreement pursuant to the provisions of the “small-scale company split” as set forth in Paragraph 2 of
Article 784 of the Companies Act of Japan.
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(2)
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Method of the company split
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The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and SHES (as the successor company).
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(3)
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Details of consideration allotted upon the company split
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SHES will issue 2,231 common shares of SHES to Sony upon the completion of the contemplated company split as consideration for the assets, liabilities, agreements, and other rights and obligations
transferred to SHES.
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(4)
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Treatment of stock acquisition rights and bonds with stock acquisition rights of the splitting company
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There will be no changes to the treatment of stock acquisition rights or bonds with stock acquisition rights of Sony upon the completion of the contemplated company split.
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(5)
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Increase or decrease of the stated capital upon the company split
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There will be no increase or decrease in Sony’s stated capital upon the contemplated company split.
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(6)
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Rights and obligations to be succeeded by the successor company
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SHES, as the successor company, will succeed to certain rights and obligations related to the Business, such as assets, liabilities and agreements, as set forth in the company split agreement.
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(7)
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Expectation on the performance capabilities of the successor company’s obligations
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Sony expects that the contemplated company split will have no material impact on the ability of SHES to perform its obligations that become due after the effective date of the contemplated company
split.
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3.
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Summary of both parties (the numbers and information shown below are as of March 31, 2020 for each of Sony and SHES)
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(1)
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Summary of both parties
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Trade name
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Sony Corporation
(Splitting Company)
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Sony Home Entertainment &
Sound Products Inc.
(Successor Company)
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Location of head office
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7-1, Konan 1-chome, Minato-ku,
Tokyo, Japan
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10-1, Osaki 2-chome, Shinagawa-ku,
Tokyo, Japan
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Title and name of Representative
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Kenichiro Yoshida
Representative Corporate Executive
Officer, Chairman, President and
CEO
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Ichiro Takagi
Representative Director and
President
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Business
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Manufacturing of electronic data
processing machines, digital and
analog computer, equipment and
accessories
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Design, development and
manufacturing of TVs, video &
sound products and associated
peripherals.
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Stated capital
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¥ 880,214 million
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¥ 110 million
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Date of incorporation
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May 7, 1946
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May 29, 2014
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Number of shares issued
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1,261,058,781 shares
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2,200 shares
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Fiscal year-end
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March 31
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March 31
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Major shareholders and
shareholding ratio
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1 Citibank as Depositary Bank for
Depositary Receipt Holders
9.38%
2 The Master Trust Bank of
Japan, Ltd. (Trust Account)
8.20%
3 Japan Trustee Services Bank
Ltd. (Trust Account)
6.13%
4 JP Morgan Chase Bank 385632
3.18%
5 Japan Trustee Services Bank,
Ltd. (Trust Account 7)
2.38%
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Sony Corporation 100%
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Financial status and
operating results for the
last fiscal year
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Net assets
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¥ 4,789,535 million (consolidated)
(Note)
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¥ 35,515 million (non-consolidated)
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Total assets
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¥ 23,039,343 million (consolidated)
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¥ 217,453 million (non-consolidated)
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Net assets per share
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¥ 3,380.96 (consolidated)
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¥ 16,143,293.33 (non-consolidated)
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Net sales
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¥ 8,259,885 million (consolidated)
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¥727,297 million (non-consolidated)
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Operating income
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¥ 845,459 million (consolidated)
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¥11,936 million (non-consolidated)
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Ordinary income
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¥ 799,450 million (consolidated)
(Note)
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¥11,862 million (non-consolidated)
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Net income
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¥ 582,191 million (consolidated)
(Note)
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¥9,313 million (non-consolidated)
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Net income per share
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¥ 471.64 (consolidated)
(Note)
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¥4,233,093.86 million (non-consolidated)
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Note:
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Since Sony prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States, “total equity”, “income before income taxes”, “net income
attributable to Sony’s stockholders” and “net income attributable to Sony’s stockholders per share of common stock” are stated in place of “Net assets”, “Ordinary income”, “Net income” and “Net income per share”, respectively.
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(2)
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Summary of business subject to the company split
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Sony’s business as a manufacturer under the Home Appliance Recycling Act of Japan
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(3)
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Operating results of the Business transferred by the company split for the fiscal year ended March 31, 2020
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Net sales:
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¥ 60 million
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(4)
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Assets and liabilities to be succeeded upon the company split (as of June 30, 2020)
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Assets:
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¥ 223 million
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Liabilities:
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¥ 0 million
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4.
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Status after the company split
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Upon the completion of the contemplated company split, there will be no changes in the trade name, the location of the head office, the title and name of representatives, the business (excluding the
Business transferred by the contemplated company split), the stated capital or fiscal year-end of Sony or those of SHES.
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5.
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Outlook after the company split
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No material impact on Sony’s consolidated financial results for the fiscal year ending March 31, 2021 is anticipated as a result of the completion of the contemplated company split.
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(For reference) Sony’s forecast for its consolidated financial results for the fiscal year ending March 31, 2021, which was announced on August 4, 2020, and its consolidated financial results for the
fiscal year ended March 31, 2020 are presented in the table below.
(Yen in millions)
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Sales and
operating
revenue
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Operating
income
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Income
before
income
taxes
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Net income attributable to
Sony Corporation’s
stockholders
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Consolidated financial
forecast for the fiscal year
ending March 31, 2021
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8,300,000
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620,000
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685,000
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510,000
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Consolidated financial
results for the fiscal year
ended March 31, 2020
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8,259,885
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845,459
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799,450
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582,191
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EOF
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