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.