Securities Registration: Employee Benefit Plan (s-8)
November 16 2021 - 12:52PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 16, 2021
Registration
No. 333
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sony
Group Kabushiki Kaisha
(Exact
name of Registrant as specified in its charter)
Sony
Group Corporation
(Translation
of Registrant’s name into English)
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Japan
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N/A
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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c/o
7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan
(Address
of principal executive offices)
The
Forty-Fifth Series of Stock Acquisition Rights for
Shares
of Common Stock of Sony Group Corporation
The
Forty-Sixth Series of Stock Acquisition Rights for
Shares
of Common Stock of Sony Group Corporation
The
Eleventh Series of Restricted Stock of Sony Group Corporation
(Full
title of the plans)
Sony
Corporation of America
25 Madison Avenue, 26th Floor
New
York, NY 10010
Attn.:
Office of the General Counsel
212-833-5893
(Name,
address and telephone number of agent for service)
Copy
to:
Michael J. Albano, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
one):
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Large accelerated filer
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act
☐
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CALCULATION
OF REGISTRATION FEE
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Name
of Plan
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Title
of
Securities to
be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price Per
Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount
of
Registration
Fee
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Forty-Fifth
Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation
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Common
Stock(3)
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2,408,000
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¥13,785.0
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¥33,194,280,000.0
$290,999,211.01
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$26,975.63
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Forty-Sixth
Series of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation
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Common
Stock(3)
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2,468,400
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¥13,785.0
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¥34,026,894,000.0
$298,298,360.66
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$27,652.26
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Eleventh
Series of Restricted Stock of Sony Group Corporation
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Common
Stock(3)
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23,000
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¥13,785.0
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¥317,055,000.0
$2,779,477.51
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$257.66
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Total
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4,899,400
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N/A
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$592,077,049.18
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$54,885.55
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(1)
Consists of shares of common stock (the “Common Stock”) of Sony Group Corporation (the “Registrant”)
to be issued upon the exercise of stock acquisition rights granted pursuant to the Forty-Fifth Series of Stock Acquisition Rights
for Shares of Common Stock of Sony Group Corporation (the “Sony Japan SAR Plan”) and the Forty-Sixth Series
of Stock Acquisition Rights for Shares of Common Stock of Sony Group Corporation (the “Sony US SAR Plan”, together
with the Sony Japan SAR Plan, the “SAR Plans”), as well as shares of Common Stock of the Registrant to be issued
subject to vesting restrictions pursuant to the Eleventh Series of Restricted Stock of Sony Group Corporation (the “RS
Plan”, together with the SAR Plans, the “Plans”). Such indeterminable number of additional shares
of Common Stock as may be issuable pursuant to the operation of the recapitalization and adjustment provisions of the Plans are
also registered hereby.
(2)
The Proposed Maximum Offering Price Per Share of Common Stock has been calculated solely for the purposes of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”). With respect
to the options issued under the SAR Plans as well as the restricted stock issued under the RS Plan, the Proposed Maximum Offering
Price Per Share of Common Stock is based on ¥13,785 per share, the average of the high and low prices of the Common Stock,
as reported on the Tokyo Stock Exchange on November 11, 2021. The Proposed Maximum Offering Price Per Share of Common Stock for
the options issued under the SAR Plans and the restricted stock issued under the RS Plan were converted to U.S. dollars based
on the New York foreign exchange rate for November 11, 2021 of ¥114.07= $1.00 as published in the Wall Street Journal on November
11, 2021.
(3)
American Depositary Receipts issuable upon the deposit of the Common Stock registered hereby have been or will be registered under
a separate registration statement on Form F-6. Each American Depositary Receipt will represent one share of Common Stock.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
reports listed below have been filed with or furnished to the Securities and Exchange Commission (the “Commission”)
by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently
filed or furnished.
(a)
The Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2021 filed by the Registrant with the Commission
on June 22, 2021, including the description of the Common Stock of the Registrant contained under the caption “Capital stock”
under “Additional Information” in such Annual Report; and
(b)
All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) since March 31, 2021.
In
addition, all of the Registrant’s reports filed with the Commission (with respect to any Form 6-K, only to the extent designated
therein) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act since the date of this Registration Statement and
prior to filing a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such reports.
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
4. Description of Securities
Not
applicable.
Item
5. Interests of Named Experts and Counsel
Not
applicable.
Item
6. Indemnification of Directors and Officers
Article
330 and Article 402, Paragraph 3 of the Companies Act of Japan make the provisions of Section 10, Chapter 2, Part III of the Civil
Code of Japan applicable to the relationship between the Registrant and its directors and corporate executive officers, respectively.
Section
10, among other things, provides in effect that:
(a)
If a director or a corporate executive officer of a company has defrayed any expenses which are considered necessary for the management
of the affairs of such company entrusted to him, he may demand reimbursement therefor from the company;
(b)
If a director or a corporate executive officer has assumed an obligation necessary for the management of the affairs entrusted
to him, he may require the company to perform it in his place or, if it is not due, to furnish adequate security; and
(c)
If a director or a corporate executive officer, without any fault on his part, sustains damage through the management of the affairs
entrusted to him, he may demand compensation therefor from the company.
The
Company has in place a directors’ and officers’ liability insurance policy, which indemnifies our directors and officers
against liability arising from certain acts performed by them in their respective capacities as such.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
The
following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
4.1
Allocation Agreement (including Terms and Conditions) for the Forty-Fifth Series of Stock Acquisition Rights for Shares of Common
Stock of Sony Group Corporation (English translation thereof)
4.2
Allocation Agreement (including Terms and Conditions) for the Forty-Sixth Series of Stock Acquisition Rights for Shares of Common
Stock of Sony Group Corporation
4.3
Allotment Agreement (including Terms and Conditions) for the Eleventh Series of Restricted Stock of Sony Group Corporation for
Subsidiary Executives
4.4
Amended Articles of Incorporation of the Registrant, effective as of April 1, 2021 (English translation thereof) (filed as an
exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31, 2020 (File No. 001-06439) and
incorporated herein by reference)
4.5
Charter of the Board of Directors of the Registrant, as amended (English translation thereof) (filed as an exhibit to the Registrant’s
Annual Report on Form 20-F for the fiscal year ended March 31, 2021 (File No. 001-06439) and incorporated herein by reference)
5.1
Opinion of Nagashima Ohno & Tsunematsu, counsel to the Registrant, as to the legality of the Common Stock being registered
23.1
Consent of PricewaterhouseCoopers Aarata LLC
23.2
Consent of Nagashima Ohno & Tsunematsu, counsel to the Registrant (included in Exhibit 5.1)
24.1
Power of Attorney (included on signature pages)
Item
9. Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of the employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant, Sony Group Corporation, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in Japan as of the 15th day of November, 2021.
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SONY
GROUP CORPORATION
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By:
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/s/
Kazushi Ambe
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Kazushi
Ambe
Senior Executive Vice President, Corporate Executive Officer, Officer in charge of Human Resources and General Affairs
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POWER
OF ATTORNEY
We,
the undersigned directors and officers of Sony Group Corporation (the “Company”), do hereby severally constitute
and appoint Kazushi Ambe, Hiroki Totoki and Mark E. Khalil, each our true and lawful attorneys and agents, to do any and all acts
and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for
us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or
advisable to enable said Company to comply with the Securities Act of 1933, as amended (the “Securities Act”)
and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement
of the Company on Form S-8 including specifically, but without limitation, power and authority to sign for us or any of us in
our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do each
hereby ratify and confirm all that said attorneys and agents, or any one of the them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together
shall constitute one instrument.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the indicated
capacities as of the 15th day of November, 2021.
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Name
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Title
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/s/
Kenichiro Yoshida
Kenichiro Yoshida
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Chairman,
President and Chief Executive Officer,
Representative
Corporate Executive Officer,
Member
of the Board
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/s/ Hiroki Totoki
Hiroki Totoki
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Executive
Deputy President and Chief Financial Officer, Representative Corporate Executive Officer,
Member of the Board
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/s/
Shuzo Sumi
Shuzo Sumi
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Chairman
of the Board
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/s/
Tim Schaaff
Tim Schaaff
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Member
of the Board
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/s/
Toshiko Oka
Toshiko Oka
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Member
of the Board
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/s/
Sakie Akiyama
Sakie Akiyama
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Member
of the Board
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/s/
Wendy Becker
Wendy Becker
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Member
of the Board
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/s/
Yoshihiko Hatanaka
Yoshihiko Hatanaka
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Member
of the Board
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/s/
Adam Crozier
Adam Crozier
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Member
of the Board
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/s/
Keiko Kishigami
Keiko Kishigami
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Member
of the Board
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/s/
Joseph A. Kraft Jr.
Joseph A. Kraft Jr.
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Member
of the Board
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/s/
Mark E. Khalil
Mark
E. Khalil
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Senior
Vice President, Sony Group Corporation; President and General Counsel, Sony Corporation
of America; Executive Vice President and General Counsel, Sony Electronics Inc.
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