-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/oOPCLw92/DoB/f7Bc6ZN2egb+NJAcDR1spgusJbbdBtH8SdR4n4qsGVx3p8bZu qsdeT02e5fom0rRfiwsEdg== 0001191638-06-000414.txt : 20060227 0001191638-06-000414.hdr.sgml : 20060227 20060227122041 ACCESSION NUMBER: 0001191638-06-000414 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060227 FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 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: 06645518 BUSINESS ADDRESS: STREET 1: 7-35 KITASHINAGAWA STREET 2: 6-CHOME SHINAGAWA-KU CITY: TOKYO 141 JAPAN STATE: M0 BUSINESS PHONE: 0354482180 MAIL ADDRESS: STREET 1: 7-35 KITASHINAGAWA STREET 2: 6-CHOME, SHINAGAWA-KU CITY: TOKYO 141 JAPAN STATE: M0 6-K 1 son200602276k2.txt SONY-NEC JOINT VENTURE 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 February 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: February 27, 2006 List of materials Documents attached hereto: i) Sony announces Sony to Separate a Part of its Business to Establish a Joint Venture Company With NEC Corporation for Optical Disc Drive Business Sony Corporation 6-7-35 Kitashinagawa, Shinagawa-ku Tokyo, 141-0001 Japan February 27, 2006 Sony to Separate a Part of its Business to Establish a Joint Venture Company With NEC Corporation for Optical Disc Drive Business Sony Corporation ("Sony") agreed to establish a joint venture company with NEC Corporation ("NEC") for Optical Disc Drive Business, and decided to separate and transfer the operation of Optical Disc Drive Business to a newly established company, Sony NEC Optiarc Inc. on April 3, 2006. 1. Purpose of the separation Sony aims to strengthen its business in the rapidly expanding optical disc drive market through the timely delivery of highly reliable and competitive products. By partitioning our optical disc drive business and merging with the optical disc drive operations of NEC, we believe that the technological and human resources strengths of both companies will be maximized and the new joint venture company will make an effective and speedy business start. 2. Overview of the separation (1) Schedule of the separation February 27, 2006 Approval of separation plan April 1, 2006 Date of separation April 3, 2006 Registration of separation *Pursuant to the provisions of Clause 1 of Article 374-6 of the Commercial Code, Sony shall perform the separation without approval of the separation agreement by its shareholders. **Consummation of the establishment the joint venture company remains subject to approvals of any governmental or regulatory authorities required in Japan and other countries. (2) Method of the separation 1. Method Sony will separate a part of its business and the new company, Sony NEC Optiarc Inc. will take over the separated part of the business. 2. Reason for adopting this method This method was chosen because it was determined to be the most efficient means by which to transfer the relevant business. (3)Allocation of shares The new company will issue 40,000 shares of common stock, and will allocate 22,000 shares to Sony and 18,000 shares to NEC. (4) Rights and obligations to be taken over by the new company The following items (i) and (ii) will be taken over by the new company. (i) Cash, inventories, property, plant and equipment and intangible assets belong to the Optical Disc Drive Business of Sony (ii) Rights, obligations and entitlement under the contracts which relate only to the Optical Disc Drive Business of Sony as well as the rights, obligations and entitlement under the individual contracts based upon such contracts and any accompanying rights and obligations The new company will not take over the employment agreements between the employees belong to the Optical Disc Business and Sony. (5) Prospects of paying debt obligations Based on the projected financial statement as of September 30, 2005, both Sony and new company have significantly more assets than liabilities. Additionally, both companies are expected not to post any significant matters from their operations after the separation that are serious enough to affect their financial capability to pay their respective debt obligations. Therefore, Sony believes that both Sony and the new company can pay the debt obligations that will come due after the separation. (6) Newly Appointed Directors of the new company The newly appointed directors and corporate auditors of the company established by the separation are as follows: Directors: Katsumi Ihara, Kiyoshi Nishitani, Hidenosuke Kanai, Shinichi Yamamura, Shunichi Suzuki, Masahiko Yamamoto, Eiichi Ichikawa Statutory Auditors: Ken Satou, Takayuki Morita 3. Summary of parties
(1) Trade name Sony Corporation Sony NEC Optiarc Inc. (Separate Company) (New Company) (2) Field of Manufacture and sale of Development, design, business electronic and electrical production, Marketing machines and equipment and sales of Optical Disc Drive product (3) Date of May 7, 1946 April 3, 2006 incorporation (4) Location of 7-35, Kitashinagawa 6-chome, 11-1, Osakihigashi head office Shinagawa-ku, Tokyo 1-chome, Shinagawa-ku, Tokyo (5) Representative Ryoji Chubachi, Shinichi Yamamura, Representative Corporate President, Executive Officer Representative Director (6) Share capital YEN621,725 million YEN490 million (7) Total number 1,000,303,713 shares 40,000 shares of shares issued and outstanding (8) Shareholders' YEN2,058,558 million YEN3,880 million equity (9) Total assets YEN3,630,648 million YEN4,740 million (10) Date of March 31 March 31 settlement (11) Number of 16,230 about 350 employees (12) Major Affiliated manufacturing and Manufacturing and sales customers sales companies inside and companies inside and outside Japan outside Japan (13) Major 1 Moxley and Company 14.7% 1 Sony Corporation 55% shareholders 2 The Chase Manhattan Bank, 2 NEC Corporation 45% and voting N. A. London 4.4% rights ratios 3 Japan Trustee Services Bank, Ltd. (Trust Account) 3.8% 4 The Master Trust Bank of Japan, Ltd. (Trust Account) 2.9% 5 State Street Bank and Trust Company 2.3% (14) Main banks Sumitomo Mitsui Banking - Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and others
(Note) The summary of Sony is as of September 30, 2005. The summary of Sony NEC Optiarc Inc. is what is expected to be the case on April 3, 2006, but Shareholders' equity and Total assets are based on the Balance Sheets concerning the operation separated as of September 30, 2005. They will be fixed after adjusting the amount changed until the day prior to the date of separation. (15) Business results for the three most recent years (unit: millions of yen)
Sony Corporation (Separate Company) Fiscal year ended on 2003/3/31 2004/3/31 2005/3/31 Net sales 2,526,264 2,814,577 2,895,413 Operating income (loss) (136,644) (139,709) (64,622) Ordinary income (loss) (29,525) (68,758) 45,755 Net income (loss) (4,868) (98,530) 56,656 Net income (loss) per share (yen) (5.46) (106.55) 60.81 Dividends per share (yen) 25 25 25 Shareholders' equity per share (yen) 1,968.62 1,856.37 2,040.32
4. Description of the business to be separated (1) The operation of Optical Disc Drive Business (2) Assets and liabilities of the business to be separated (as of September 30, 2005) (unit: millions of yen) Assets Liabilities 2,477 0
5. Circumstances after separation (1) Trade name Sony Corporation (2) Field of business Manufacture and sale of electronic and electrical machines and equipment (3) Location of head office 7-35, Kitashinagawa 6-chome, Shinagawa-ku, Tokyo (4) Representative Ryoji Chubachi, Representative Corporate Executive Officer (5) Share capital This separation will not effect the amount of Sony's share capital. (6) Total assets This separation will not have a material effect on Sony's total assets. (7) Date of settlement March 31 (8) Effect on business results This separation will not have a material effect on Sony's business results.
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