0001157523-17-000616.txt : 20170224 0001157523-17-000616.hdr.sgml : 20170224 20170224060035 ACCESSION NUMBER: 0001157523-17-000616 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170224 FILED AS OF DATE: 20170224 DATE AS OF CHANGE: 20170224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONY CORP CENTRAL INDEX KEY: 0000313838 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06439 FILM NUMBER: 17634643 BUSINESS ADDRESS: STREET 1: 1-7-1, KONAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 108-0075 BUSINESS PHONE: 81-3-6748-2111 MAIL ADDRESS: STREET 1: 1-7-1, KONAN STREET 2: MINATO-KU CITY: TOKYO STATE: M0 ZIP: 108-0075 6-K 1 a51514993.htm SONY CORPORATION 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 February 2017
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/  Kenichiro Yoshida
 
                (Signature)
 
Kenichiro Yoshida
 
Executive Deputy President and
 
Chief Financial Officer
 
Date: February 24, 2017

List of materials

Documents attached hereto:
 
i) Press release Announcement of Company Split (Small-scale/Summary Form Company Split) from Sony Corporation into Sony Interactive Entertainment Inc.
 
 

February 24, 2017
Sony Corporation


Announcement of Company Split (Small-scale/Summary Form Company Split)
from Sony Corporation into Sony Interactive Entertainment Inc.

Sony Corporation (“Sony”) today announced that it will transfer certain rights and obligations related to shares of Sony Interactive Entertainment Europe, Ltd. (“SIEE”), a wholly-owned subsidiary of Sony, and its related business, to Sony Interactive Entertainment Inc. (“SIEI”), a wholly-owned subsidiary of Sony, by an “absorption-type company split”, as set forth below.

Certain information is omitted from this announcement since this is an absorption-type company split with Sony’s wholly-owned subsidiary.
 
1.
Purpose of the company split
 
The purpose of this company split is to manage assets and liabilities owned by Sony Interactive Entertainment group in an optimal and efficient manner.
 
 
2.
Summary of the company split

(1)
Schedule of the company split
 
   Approval of the company split agreement
 (by the representative corporate executive officer)
 Execution of the company split agreement 
 Effective date of the company split 
 
February 24, 2017
February 24, 2017
April 1, 2017 (scheduled)
                                                                                                        
                                                                                             
 *
Sony and SIEI 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 and the “summary form company split” as set forth in Paragraph 1 of Article 796 of the Companies Act of Japan.

(2)
Method of the company split
 
The method of the contemplated company split is an absorption-type company split between Sony (as the splitting company) and SIEI (as the successor company).
 
(3)
Details of consideration allotted upon the company split
 
There will be no issuance of new shares or cash payment upon the completion of the contemplated company split.
 
(4)
Treatment of stock acquisition rights and bonds with stock acquisition rights of the absorbed company
 
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)
Increase or decrease of share capital upon the company split
 
There will be no increase or decrease of share capital of Sony upon the contemplated company split.
 
(6)
Rights and obligations to be succeeded by the successor company
 
SIEI, as the successor company, will succeed to certain rights and obligations related to the shares of SIEE and its related business, such as assets and liabilities, as set forth in the company split agreement.
 
(7)
Expectation on the performance capabilities of each party’s obligations
 
Sony expects that the contemplated company split will have no material impact on the ability of SIEI to perform its obligations that become due after the effective date of the contemplated company split.
 

3.
Summary of both parties (The numbers shown below are as of March 31, 2016)

(1)
Summary of both parties

Trade name
Sony Corporation
(Splitting Company)
Sony Interactive Entertainment Inc.
(Successor Company)
Location of head office
7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
7-1, Konan 1-chome, Minato-ku, Tokyo, Japan
Title and name of Representative
Kazuo Hirai
 Representative Corporate Executive Officer
Andrew House
Representative Director
Business
Manufacture and sale of electronic and electrical machines and equipment, etc.
Design, development, manufacture and sale of PlayStation®3-,
PlayStation®Vita- and
PlayStation®4-
related hardware and software.
Stated capital
¥ 858,867 million
¥ 100 million
Date of incorporation
May 7, 1946
April 1, 2010
Number of shares issued
1,262,493,760 shares
2,000 shares
Fiscal year-end
March 31
March 31
 
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Major shareholders and shareholding ratio
 
1  Citibank as Depositary Bank for Depositary Receipt Holders
 
2  Japan Trustee Services Bank, Ltd. (Trust Account)
 
3  The Master Trust Bank of Japan, Ltd. (Trust Account)
 
4  JPMorgan Chase Bank 380055
 
5  State Street Bank and Trust Company
8.82%
 
5.30%
 
4.49%
 
3.15%
 
2.23%
Sony Corporation       
 100%
Net assets (negative)
¥ 3,124,410 million (consolidated) (Note)
(¥ 43,819 million)
(non-consolidated)
Total assets
¥ 16,673,390 million (consolidated)
¥ 211,128 million
(non-consolidated)
Net assets per share (negative)
¥ 1,952.79 (consolidated)
(¥ 21,909,547.82)
(non-consolidated)
Net sales
¥ 8,105,712 million (consolidated)
¥ 838,391 million
(non-consolidated)
Operating income
¥ 294,197 million (consolidated)
¥ 25,786 million
(non-consolidated)
Ordinary income
¥ 304,504 million (consolidated) (Note)
¥ 24,908 million
(non-consolidated)
Net income
¥ 147,791 million (consolidated) (Note)
¥ 14,363 million
(non-consolidated)
Net income per share
¥ 119.40 (consolidated) (Note)
¥ 7,181,326.92
(non-consolidated)
 
 Note:
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.

(2)
Summary of business subject to the company split

   a.
Business subject to the company split
 
Shares of SIEE and its related business
 
   b.
Operating results of the business transferred by the company split for the fiscal year ended March 31, 2016        
 
 Net Sales:
¥ 0
 
   c.
Assets and liabilities to be succeeded upon the company split (as of December 31, 2016)            
 
 Assets:
 
 Liabilities:
¥ 9,826 million
 
¥ 9,826 million
 
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4.
Status after the 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 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 SIEI upon the completion of the contemplated company split.

 
5.
Outlook
 
No material impact on Sony’s consolidated financial results is anticipated as a result of the completion of the contemplated company split.
 
(For reference)  Sony’s consolidated financial forecast for the fiscal year ending March 31, 2017, which was announced on February 2, 2017, and its consolidated financial results for the fiscal year ended March 31, 2016.
 
(Yen in millions)
 
Sales and
operating
revenue
Operating
income
Income
before
income
taxes
Net income attributable to
Sony Corporation’s
stockholders
Consolidated financial
forecast for the fiscal year
ending March 31, 2017
7,600,000
240,000
196,000
26,000
Consolidated financial
results for the fiscal year
ended March 31, 2016
8,105,712
294,197
304,504
147,791
 
 
EOF
 

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