As
filed with the Securities and Exchange Commission on November 14, 2022
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)
| Japan |
N/A |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
c/o
7-1, Konan 1-chome
Minato-ku
Tokyo 108-0075
Japan
(Address
of principal executive offices)
The
Second Series Restricted Stock Units 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):
| Large accelerated filer |
☒ |
|
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☐ |
(Do not check if a smaller reporting company) |
|
Smaller reporting company |
☐ |
| |
|
|
|
Emerging growth company |
☐ |
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 ☐
|
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by the Registrant and are incorporated herein by reference to the extent not superseded by reports or other information subsequently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, 2022 filed
by the Registrant with the Commission on June 28, 2022, 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, 2022.
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 Restricted Stock Unit (RSU) Regulations
4.2 Notice of Granting RSUs
4.3 Articles of Incorporation 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, 2022 (File No. 001-06439) and incorporated herein by reference)
4.4 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)
23.1 Consent of PricewaterhouseCoopers Aarata LLC
24.1 Power of Attorney (included on signature pages)
107 Calculation of Filing Fee Tables
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 10th day of November, 2022.
| |
SONY
GROUP CORPORATION |
| |
|
| |
By: |
/s/
Kazushi Ambe |
| |
|
Kazushi
Ambe
Senior Executive Vice President, Corporate Executive
Officer, Officer in charge of Human Resources and General Affairs |
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 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 10th day of November, 2022.
| Name |
|
Title |
| |
|
|
| /s/
Kenichiro Yoshida |
|
Chairman,
President and Chief Executive Officer, Representative Corporate Executive Officer, Member of the Board |
| Kenichiro
Yoshida |
|
| |
|
|
| /s/
Hiroki Totoki |
|
Executive
Deputy President and Chief Financial Officer, Representative Corporate Executive Officer,
Member of the Board
|
| Hiroki
Totoki |
|
| |
|
| /s/
Shuzo Sumi |
|
Chairman
of the Board |
| Shuzo Sumi |
|
| |
|
|
| /s/
Yoshihiko Hatanaka |
|
Vice
Chairman of the Board |
| Yoshihiko Hatanaka |
|
| |
|
|
| /s/
Tim Schaaff |
|
Member
of the Board |
| Tim Schaaff |
|
|
| /s/
Toshiko Oka |
|
Member
of the Board |
| Toshiko Oka |
|
| |
|
|
| /s/
Sakie Akiyama |
|
Member
of the Board |
| Sakie Akiyama |
|
| |
|
|
| /s/
Wendy Becker |
|
Member
of the Board |
| Wendy Becker |
|
| |
|
|
| /s/
Keiko Kishigami |
|
Member
of the Board |
| Keiko Kishigami |
|
| |
|
|
| /s/
Joseph A. Kraft Jr. |
|
Member
of the Board |
| Joseph A. Kraft Jr. |
|
| |
|
|
| /s/
Mark E. Khalil |
|
Senior
Vice President, Sony Group Corporation; President and General Counsel, Sony Corporation of America; Executive Vice President
and General Counsel, Sony Electronics Inc.; Authorized Representative |
| Mark E. Khalil |
|
