As filed with the Securities and Exchange Commission on June 20, 2005.
Registration No. 333-_____.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TOYOTA JIDOSHA KABUSHIKI KAISHA
(Exact name of registrant as specified in its charter)
TOYOTA MOTOR CORPORATION
(Translation of registrant's name into English)
Japan Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Toyota-cho, Toyota City
Aichi Prefecture 471-8571
Japan
(Address of principal executive offices, including zip code)
2003 EMPLOYEE SHARE OPTION PROGRAM
2004 EMPLOYEE SHARE OPTION PROGRAM
(Full title of the plans)
-------------------------------------
Toyota Motor Sales, U.S.A., Inc.
19001 South Western Avenue
P.O. Box 2991
Torrance, California 90509-2991
(310) 618-4000
Attention: Dian Ogilvie
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered (2) Per Share (5)(6) Offering Price Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Shares 1,958,000(3) U.S. $28.57 U.S. $55,932,599.93 U.S. $6,583.27
2,021,000(4) U.S. $41.63 U.S. $84,134,222.59 U.S. $9,902.60
------------------- --------------
U.S.$140,066,822.52 U.S. $16,485.87
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(1) Shares of common stock (the "Shares") are traded in the United States in the
form of American Depository Shares ("ADSs"). Each ADS represents two Shares
on deposit with The Bank of New York, as depositary bank (the "Depositary"),
and is evidenced by an American Depositary Receipt (an "ADR") issued by the
Depositary. A separate Registration Statement on Form F-6 (Registration No.
333-10790) has been filed for the registration of the ADSs.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), there is also being registered such number of additional
Shares that may become available for purchase pursuant to the plan in the
event of certain changes in the outstanding Shares, including mergers, stock
dividends, stock splits and reverse stock splits.
(3) Represents an aggregate of 1,958,000 shares available for issuance under the
2003 Employee Share Option Program.
(4) Represents an aggregate of 2,021,000 shares available for issuance under the
2004 Employee Share Option Program.
(5) Pursuant to Rule 457(h) under the Securities Act, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price
for the 1,958,000 shares available under the 2003 Employee Share Option
Program and the 2,021,000 shares available for issuance under the 2004
Employee Share Option Program, subject to currently outstanding options are
based on the per share weighted average exercise price of the options. The
per share weighted average exercise price for options granted under the 2003
Employee Share Option Program is (Y)3,116. The per share weighted average
exercise price for options granted under the 2004 Employee Share Option
Program is (Y)4,541.
(6) The exercise price of options awarded under the plans is fixed in Japanese
Yen. For purposes of calculating the filing fee, the exercise price has been
converted to U.S. Dollars using the noon buying rate in New York, New York
for cable transfers in Yen as certified for customs purposes by the Federal
Reserve Bank of New York on June 16, 2005.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission"), are incorporated as of their respective dates in
this Registration Statement by reference.
(a) Registrant's Annual Report on Form 20-F for the fiscal year
ended March 31, 2004 (Commission File No. 001-14948) (the "Form 20-F");
(b) Reports of Foreign Private Issuer on Form 6-K dated April 28,
2004, May 11, 2004 (amended May 12, 2004), May 28, 2004, June 24, 2004,
July 30, 2004, August 3, 2004, August 31, 2004, September 30, 2004,
October 29, 2004, November 1, 2004, November 30, 2004, December 22,
2004, January 31, 2005, February 3, 2005, February 28, 2005, March 31,
2005, April 28, 2005, May 10, 2005 and May 31, 2005; and
(c) Description of the Registrant's Shares set forth under the
headings "Memorandum and Articles of Association" and "Taxation"
contained in the Form 20-F.
All other documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered 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 documents. Any statement contained 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 incorporated by reference herein modified 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 required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Articles 254 and 280 of the Commercial Code of Japan (the "Commercial Code")
make the provisions of Section 10, Chapter 2, Book III of the Civil Code
applicable to the relationship between Toyota and its directors and corporate
auditors, respectively. Section 10, among other things, provides in effect that:
(1) Any director or corporate auditor of a company may demand advance
payment of expenses which are considered necessary for the management of the
affairs of such company entrusted to him;
(2) If a director or a corporate auditor 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;
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(3) If a director or a corporate auditor 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
(4) If a director or a corporate auditor, 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.
Under Article 279-2 of the Commercial Code, a company may not refuse a
demand from a corporate auditor referred to in subparagraphs (1) through (3)
above unless the company establishes that the relevant expense or obligation was
or is not necessary for the performance of the corporate auditor's duties.
Toyota maintains insurance on behalf of its directors and corporate auditors
against liabilities asserted against them in shareholder derivative or other
lawsuits.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See attached Exhibit list.
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 this 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 this Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liabilities 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.
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(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 Section 15(d) of the
Exchange Act (and where applicable, each filing of an 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 Aichi Prefecture, Japan on the 20th day of June, 2005.
TOYOTA MOTOR CORPORATION
By: /s/ Teruo Suzuki
---------------------------------------
Name: Teruo Suzuki
Title: Global Human Resources Div.
General Manager
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United
States of Toyota Motor Corporation has signed this Registration Statement or
amendment thereto on June 20, 2005.
Toyota Motor Sales, U.S.A., Inc.
By: /s/ Dian Ogilvie
------------------------------------------
Name: Dian Ogilvie
Title: Authorized Signatory
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
to this Registration Statement appears below hereby constitutes and appoints
Teruo Suzuki as such person's true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments to the Registration Statement, including post-effective amendments
and supplements, and registrations statements filed pursuant to Rule 462 under
the Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, and does hereby grant
unto each said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 20th day of June, 2005.
Signature Capacity
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/s/ Hiroshi Okuda Chairman of the Board
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Hiroshi Okuda
/s/ Kosuke Ikebuchi Vice Chairman of the Board
-----------------------------------
Kosuke Ikebuchi
/s/ Katsuhiro Nakagawa Vice Chairman of the Board
-----------------------------------
Katsuhiro Nakagawa
/s/ Fujio Cho President, Member of the Board
-----------------------------------
Fujio Cho
/s/ Akihiko Saito Executive Vice President, Member of the Board
-----------------------------------
Akihiko Saito
/s/ Ryuji Araki Executive Vice President, Member of the Board
-----------------------------------
Ryuji Araki
/s/ Yoshio Ishizaka Executive Vice President, Member of the Board
-----------------------------------
Yoshio Ishizaka
/s/ Kosuke Shiramizu Executive Vice President, Member of the Board
-----------------------------------
Kosuke Shiramizu
/s/ Katsuaki Watanabe Executive Vice President, Member of the Board
-----------------------------------
Katsuaki Watanabe
/s/ Kazushi Iwatsuki Executive Vice President, Member of the Board
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Kazushi Iwatsuki
/s/ Yasuhito Yamauchi Senior Managing Director, Member of the Board
-----------------------------------
Yasuhito Yamauchi
/s/ Takashi Kamio Senior Managing Director, Member of the Board
-----------------------------------
Takashi Kamio
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/s/ Hiroyuki Watanabe Senior Managing Director, Member of the Board
-----------------------------------
Hiroyuki Watanabe
/s/ Akio Matsubara Senior Managing Director, Member of the Board
-----------------------------------
Akio Matsubara
/s/ Tokuichi Uranishi Senior Managing Director, Member of the Board
-----------------------------------
Tokuichi Uranishi
/s/ Kazuo Okamoto Senior Managing Director, Member of the Board
-----------------------------------
Kazuo Okamoto
/s/ Kyoji Sasazu Senior Managing Director, Member of the Board
-----------------------------------
Kyoji Sasazu
/s/ Mitsuo Kinoshita Senior Managing Director, Member of the Board
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Mitsuo Kinoshita
/s/ Yoshimi Inaba Senior Managing Director, Member of the Board
-----------------------------------
Yoshimi Inaba
/s/ Takeshi Uchiyamada Senior Managing Director, Member of the Board
-----------------------------------
Takeshi Uchiyamada
/s/ Masatami Takimoto Senior Managing Director, Member of the Board
-----------------------------------
Masatami Takimoto
/s/ Akio Toyoda Senior Managing Director, Member of the Board
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Akio Toyoda
/s/ Tetsuo Hattori Senior Managing Director, Member of the Board
-----------------------------------
Tetsuo Hattori
/s/ Takeshi Suzuki Senior Managing Director, Member of the Board
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Takeshi Suzuki
/s/ Shoichiro Toyoda Honorary Chairman, Member of the Board
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Shoichiro Toyoda
/s/ Yukitoshi Funo Director, Member of the Board (with Senior Managing Director Status)
-----------------------------------
Yukitoshi Funo
/s/ Atsushi Niimi
----------------------------------- Director, Member of the Board (with Senior Managing Director Status)
Atsushi Niimi
/s/ Hideaki Miyahara Corporate Auditor
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Hideaki Miyahara
/s/ Yoshiro Hayashi Corporate Auditor
-----------------------------------
Yoshiro Hayashi
/s/ Chiaki Yamaguchi Corporate Auditor
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Chiaki Yamaguchi
/s/ Yasutaka Okamura Corporate Auditor
-----------------------------------
Yasutaka Okamura
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/s/ Hiroshi Okabe Corporate Auditor
-----------------------------------
Hiroshi Okabe
/s/ Yoichi Kaya Corporate Auditor
-----------------------------------
Yoichi Kaya
/s/ Tadashi Ishikawa Corporate Auditor
-----------------------------------
Tadashi Ishikawa
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EXHIBIT INDEX
Number Title of Exhibit
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*4.1 Form of Agreement for the Grant of Options to Acquire Common
Shares of Toyota Motor Corporation for participants under the
2003 Employee Share Option Program.
*4.2 Form of Agreement for the Grant of Options to Acquire Common
Shares of Toyota Motor Corporation for participants under the
2004 Employee Share Option Program.
4.3 Amended and Restated Articles of Incorporation of the
Registrant (English translation) (incorporated by reference to
Exhibit 1.1 to Toyota's Registration Statement on Form 20-F for
the fiscal year ended March 31, 2004 (file no. 001-14948)).
4.4 Amended and Restated Regulations of the Board of Directors of
the Registrant (English translation) (incorporated by reference
to Exhibit 1.2 to Toyota's Registration Statement on Form 20-F
for the fiscal year ended March 31, 2004 (file no. 001-14948)).
4.5 Amended and Restated Regulations of the Board of Corporate
Auditors of the Registrant (English translation) (incorporated
by reference to Exhibit 4.5 to Toyota's Registration Statement
on Form S-8 (file no. 333-107322)).
4.6 Amended and Restated Share Handling Regulations of the
Registrant (English translation) (incorporated by reference to
Exhibit 4.6 to Toyota's Registration Statement on Form S-8
(file no. 333-107322)).
4.7 Form of Deposit Agreement (including the form of ADR) among the
Registrant, The Bank of New York, as Depositary, and owners and
beneficial owners of ADRs from time to time issued thereunder
(incorporated by reference to Exhibit 4.2 to Toyota's
Registration Statement on Form F-1 (file no. 333-10768)).
4.8 Form of ADR (included in Exhibit 4.6).
*5 Opinion and Consent of Nagashima Ohno & Tsunematsu as to the
legality of securities being registered.
*23.1 Consent of PricewaterhouseCoopers.
23.2 Consent of Nagashima Ohno & Tsunematsu (contained in opinion
filed as Exhibit 5).
24 Powers of Attorney (contained in the signature page of the
Registration Statement).
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* Filed herewith.
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