As filed with the Securities and Exchange Commission on May 23, 2019
Registration StatementNo. 333-195004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NOMURA HORUDINGUSU KABUSHIKI KAISHA
(Exact Name of Registrant as Specified in Its Charter)
NOMURA HOLDINGS, INC.
(Translation of Registrant’s name into English)
Japan | None | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
9-1, Nihonbashi1-chome
Chuo-ku, Tokyo,103-8645
Japan
(81-3-5255-1000)
(Address of Principal Executive Offices)
Stock Acquisition Rights (No. 42) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 45) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 51) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 52) of Nomura Holdings, Inc.
(Full Title of the Plan)
Nomura Securities International, Inc.
Worldwide Plaza, 309 West 49th Street
New York, New York 10019-7316
(Name and Address of Agent for Service)
(212-667-9000)
(Telephone Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | 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 .
EXPLANATORY NOTE
Nomura Holdings, Inc. (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to FormS-8 Registration Statement to amend the Registration Statement on FormS-8 filed on April 3, 2014 (FileNo. 333-195004) (the “Registration Statement”) to deregister certain shares registered in connection with options under the Stock Acquisition Rights (No. 42), the Stock Acquisition Rights (No. 45) and the Stock Acquisition Rights (No. 52) of Nomura Holdings, Inc.
Under the Registration Statement, 18,471,600 shares were registered in connection with the options under Stock Acquisition Rights (No. 42) of Nomura Holdings, Inc., 12,589,100 shares were registered in connection with the options under Stock Acquisition Rights (No. 45) of Nomura Holdings, Inc., 2,837,100 shares were registered in connection with the options under Stock Acquisition Rights (No. 51) of Nomura Holdings, Inc. and 6,897,300 shares were registered in connection with the options under Stock Acquisition Rights (No. 52) of Nomura Holdings, Inc.
Of the 18,471,600 shares relating to the options under the Stock Acquisition Rights (No. 42) of Nomura Holdings, Inc., 321,800 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 42) of Nomura Holdings, Inc. on May 24, 2018. Of the 12,589,100 shares relating to the options under the Stock Acquisition Rights (No. 45) of Nomura Holdings, Inc., 130,600 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 45) of Nomura Holdings, Inc. on April 19, 2019. Of the 6,897,300 shares relating to the options under the Stock Acquisition Rights (No. 52) of Nomura Holdings, Inc., 81,800 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 52) of Nomura Holdings, Inc. on April 19, 2019.
The exercise period for the options issued under the Stock Acquisition Rights (No. 51) of Nomura Holdings, Inc., has not yet terminated, and this Post-Effective Amendment No. 1 does not deregister the shares registered in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tokyo, Japan as of May 23, 2019.
NOMURA HOLDINGS, INC. | ||
By: | /s/ Koji Nagai | |
Name: | Koji Nagai | |
Title: | Representative Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons on behalf of Registrant and in the capacities indicated as of May 23, 2019.
Signature | Title | |||
/s/ Nobuyuki Koga Nobuyuki Koga | Director Chairman of the Board of Directors | |||
/s/ Koji Nagai Koji Nagai | Director Representative Executive Officer (Principal Executive Officer) | |||
/s/ Shoichi Nagamatsu Shoichi Nagamatsu | Director Representative Executive Officer | |||
/s/ Hisato Miyashita Hisato Miyashita | Director | |||
/s/ Hiroshi Kimura Hiroshi Kimura | Director | |||
/s/ Kazuhiko Ishimura Kazuhiko Ishimura | Director | |||
/s/ Noriaki Shimazaki Noriaki Shimazaki | Director | |||
/s/ Mari Sono Mari Sono | Director | |||
/s/ Michael Lim Choo San Michael Lim Choo San | Director | |||
/s/ Laura Simone Unger Laura Simone Unger | Director | |||
/s/ Takumi Kitamura Takumi Kitamura | Chief Financial Officer Executive Managing Director (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Tsutomu Takemura Tsutomu Takemura | Senior Managing Director (Authorized Representative in the United States) |