No.1-7628
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF FEBRUARY 2020
COMMISSION FILE NUMBER:1-07628
HONDA GIKEN KOGYO KABUSHIKI KAISHA
(Name of registrant)
HONDA MOTOR CO., LTD.
(Translation of registrant’s name into English)
1-1, Minami-Aoyama2-chome,Minato-ku, Tokyo107-8556, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F:
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7): ☐
Honda Motor Co., Ltd. (the “Company”) announces that the Company has resolved that the Company will succeed to the automobile product development division excluding the design function etc. of Honda R&D Co., Ltd., the Company’s consolidated subsidiary, and that the Company will merge with Honda Engineering Co., Ltd., the Company’s consolidated subsidiary.
The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 18, 2020, hereby announces that it has decided on changes in its Operating Officers effective as of April 1, 2020, and that it has made an internal decision regarding candidates for Directors to be elected at the Ordinary General Meeting of Shareholders to be held in June 2020.
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.
| HONDA GIKEN KOGYO KABUSHIKI KAISHA ( HONDA MOTOR CO., LTD. ) |
/s/ Masao Kawaguchi |
| Masao Kawaguchi |
| General Manager |
| Finance Division |
| Honda Motor Co., Ltd. |
Date: February 18, 2020
February 18, 2020
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama2-chome,
Mitnato-ku, Tokyo,107-8556
Takahiro Hachigo
President & Representative Director
Notice Regarding Reorganization of
the Company and its Consolidated Subsidiary
Honda Motor Co., Ltd. (the “Company”) announces that the Company has resolved that the Company will succeed to the automobile product development division excluding the design function etc. of Honda R&D Co., Ltd., the Company’s consolidated subsidiary, (the “Company Split”) and that the Company will merge with Honda Engineering Co., Ltd., the Company’s consolidated subsidiary, (the “Merger”; together with the Company Split, the “Reorganization”).
The Reorganization falls under a category of a reorganization to which the Company and its wholly-owned subsidiary are the parties. Therefore, some of the relevant matters and details have been omitted from this disclosure.
| 1. | Purpose of the Reorganization |
It was agreed that the Company and the automobile product development division excluding the design function etc. of Honda R&D Co., Ltd. will be integrated and the Company will merge with Honda Engineering Co., Ltd., with an aim to transition from a structure based on independent operation of sales, development, manufacturing and procurement divisions to a structure where project will be consistently implemented from planning and concept making of a product to development, launch, and mass-production. By implementing the Reorganization, the Company will improve a base of Mono-zukuri (the art of making things) and enhance competitiveness in relation to attractive products, reasonable costs, high quality and speedy development.
| 2. | Company Split |
| (1) | Summary of the Company Split |
| (a) | Schedule of the Company Split |
| Date of resolution by the board of directors | February 18, 2020 | |
| Date of execution of the Absorption-type Company Split Agreement | February 18, 2020 (scheduled) | |
| Scheduled date of the absorption-type company split (effective date) | April 1, 2020 (scheduled) | |
| Date of registration of the absorption-type company split | April 1, 2020 (scheduled) |
| * | The Company Split falls under a category of a simplified absorption-type company split as prescribed in Article 796, paragraph 2 of the Companies Act, and therefore, the Company will conduct the Company Split without obtaining a resolution at the shareholders’ meeting. |
- 1 -
| (b) | Method of the Company Split |
The Company Split is a simplified absorption-type company split in which the Company will be a succeeding company and Honda R&D Co., Ltd. will be a split company.
| (c) | Allotment of Consideration in relation to the Company Split |
Not applicable.
| (d) | Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Company Split |
Not applicable.
| (e) | Increase or Decrease of Stated Capital upon the Company Split |
There will be no increase/decrease in the stated capital of the Company as a result of the Company Split.
| (f) | Rights and Obligations to be Succeeded by the Succeeding Company |
The Company will succeed such assets, liabilities, and the contractual status relating to the Company Split as set forth in the Absorption-Type Company Split Agreement.
| (g) | Prospects for Performance of Liabilities |
The Company determines that there will be no concern in this company split about prospects for performance of liabilities to be borne by the Company and the split company.
| (2) | Outline of the Parties to the Company Split |
Succeeding Company (the Company) | Split Company | |||||
| (a) | Company name | Honda Motor Co., Ltd. | Honda R&D Co., Ltd. | |||
| (b) | Registered office | 2-1-1, Minami-Aoyama,Minato-ku, Tokyo | 1-4-1, Chuo,Wako-shi, Saitama | |||
| (c) | Title and name of the representative | Takahiro Hachigo, President & Representative Director | Toshihiro Mibe, President & Representative Director | |||
| (d) | Description of business | Manufacturing, sales, and other business for the Motorcycle business operations, Automobile business operations, Life Creation business operations, and other business operations. | Research, development, and other business for the Automobile business operations, Life Creation business operations, and other business operations. | |||
| (e) | Stated capital | 86,067 million yen | 7,400 million yen | |||
| (f) | Date of establishment | September 24, 1948 | July 1, 1960 | |||
| (g) | Number of issued and outstanding shares | 1,811,428,430 shares | 14,800,000 shares | |||
| (h) | Account closing date | March 31 | March 31 | |||
| (i) | Major shareholders and ownership percentage (as of September 30, 2019) | The Master Trust Bank of Japan, Ltd. (Trust Account): 7.47% Japan Trustee Services Bank, Ltd. (Trust Account): 7.35% Moxley & Co. LLC: 3.43% | Honda Motor Co., Ltd.: 100% | |||
- 2 -
| (j) | Operating results and financial condition of the succeeding company for the preceding fiscal year |
Fiscal year | Fiscal year ended March 2019 (consolidated, IFRS) | |
Equity attributable to owners of the parent | 8,267,720 million yen | |
Total assets | 20,419,122 million yen | |
Equity per share attributable to owners of the parent | 4,698.74 yen | |
Sales revenue | 15,888,617 million yen | |
Operating profit | 726,370 million yen | |
Profit before income tax | 979,375 million yen | |
Profit for the period attributable to owners of the parent | 610,316 million yen | |
Basic earnings per share for the period (attributable to owners of the parent) | 345.99 yen |
| (k) | Operating results and financial condition of the split company for the preceding fiscal year |
Fiscal year | Fiscal year ended March 2019 (non-consolidated, Japan GAAP) | |
Net assets | 60,441 million yen | |
Total assets | 223,181 million yen | |
Net assets per share | 4,083.89 yen | |
Sales | 715,074 million yen | |
Operating profit | 1,508 million yen | |
Recurring profit | 32,779 million yen | |
Net profit for the period | 28,466 million yen | |
Net profit per share for the period | 1,923.41 yen |
| (3) | Outline of the Business to be Split or Succeeded |
| (a) | Summary of Business to be Split or Succeeded |
Development of automobile products excluding the design function etc. of the split company as well as operation and management incidental to development
| (b) | Operating Results of the Business to be Split or Succeeded (fiscal year ended March 2019) |
| Sales | 521,405 million yen |
| (c) | Items and Value of Assets and Liabilities to be Split or Succeeded (fiscal year ended March 2019) |
Assets | Liabilities | |||||
Item | Book value | Item | Book value | |||
| Current assets | 42,336 million yen | Current liabilities | 118,593 million yen | |||
| Fixed assets | 114,273 million yen | Fixed liabilities | 13,497 million yen | |||
| Total | 156,609 million yen | Total | 132,090 million yen | |||
- 3 -
| 3. | Merger |
| (1) | Summary of the Merger |
| (a) | Schedule of the Merger |
| Date of resolution by the board of directors | February 18, 2020 | |
| Date of execution of the Absorption-type Merger Agreement | February 18, 2020 (scheduled) | |
| Scheduled date of the absorption-type merger (effective date) | April 1, 2020 (scheduled) | |
| Date of registration of the absorption-type merger | April 1, 2020 (scheduled) |
| * | The Merger falls under a category of a simplified absorption-type merger as prescribed in Article 796, paragraph 2 of the Companies Act, and therefore, the Company will conduct the Merger without obtaining a resolution at the shareholders’ meeting. |
| (b) | Method of the Merger |
The Merger is an absorption-type merger in which the Company will be a surviving company and Honda Engineering Co., Ltd. will be dissolved.
| (c) | Allotment of Consideration in relation to the Merger |
Not applicable.
| (d) | Handling of Stock Acquisition Rights and Bonds with Stock Acquisition Rights upon the Merger |
Not applicable.
| (2) | Outline of the Parties to the Merger |
Surviving Company (the Company) | Dissolving Company | |||||
| (a) | Company name | Honda Motor Co., Ltd. | Honda Engineering Co., Ltd. | |||
| (b) | Registered office | 2-1-1, Minami-Aoyama,Minato-ku, Tokyo | 6-1, Hagadai, Haga-machi,Haga-gun, Tochigi | |||
| (c) | Title and name of the representative | Takahiro Hachigo, President & Representative Director | Tomomi Kosaka, President & Representative Director | |||
| (d) | Description of business | Manufacturing, sales, and other business for the Motorcycle business operations, Automobile business operations, Life Creation business operations, and other business operations. | Development, design, manufacturing, and sales of machine tools and equipment, automatic machine and equipment, molds and dies, and production equipment. | |||
| (e) | Stated capital | 86,067 million yen | 3,600 million yen | |||
| (f) | Date of establishment | September 24, 1948 | September 1, 1970 | |||
| (g) | Number of issued and outstanding shares | 1,811,428,430 shares | 7,200,000 shares | |||
| (h) | Account closing date | March 31 | March 31 | |||
| (i) | Major shareholders and ownership percentage (as of September 30, 2019) | The Master Trust Bank of Japan, Ltd. (Trust Account): 7.47% Japan Trustee Services Bank, Ltd. (Trust Account): 7.35% Moxley & Co. LLC: 3.43% | Honda Motor Co., Ltd.: 100% | |||
- 4 -
| (j) | Operating results and financial condition of the surviving company for the preceding fiscal year |
Fiscal year | Fiscal year ended March 2019 (consolidated, IFRS) | |
Equity attributable to owners of the parent | 8,267,720 million yen | |
Total assets | 20,419,122 million yen | |
Equity per share attributable to owners of the parent | 4,698.74 yen | |
Sales revenue | 15,888,617 million yen | |
Operating profit | 726,370 million yen | |
Profit before income tax | 979,375 million yen | |
Profit for the period attributable to owners of the parent | 610,316 million yen | |
Basic earnings per share for the period (attributable to owners of the parent) | 345.99 yen |
| (k) | Operating results and financial condition of the dissolving company for the preceding fiscal year |
Fiscal year | Fiscal year ended March 2019 (non-consolidated, Japan GAAP) | |
Net assets | 13,952 million yen | |
Total assets | 41,664 million yen | |
Net assets per share | 1,937.78 yen | |
Sales | 69,832 million yen | |
Operating profit | 63 million yen | |
Recurring profit | 26 million yen | |
Net profit for the period | (696 million yen) | |
Net profit per share for the period | (96.73 yen) |
| 4. | Status after the Reorganization |
There will be no changes to the Company’s trade name, business, registered office, representative, stated capital, and account closing date as a result of the Reorganization.
| 5. | Future Prospects |
It is expected that the impact caused by the Reorganization on the Company’s consolidated financial results will be minor.
End.
- 5 -
February 18, 2020
| To: | Shareholders of Honda Motor Co., Ltd. |
| From: | Honda Motor Co., Ltd. |
1-1, Minami-Aoyama2-chome,
Minato-ku, Tokyo,107-8556
Takahiro Hachigo
President and Representative Director
Notice Concerning Changes in Directors and Officers
The Board of Directors of Honda Motor Co., Ltd. (the “Company”), at its meeting held on February 18, 2020, hereby announces that it has decided on changes in its Operating Officers effective as of April 1, 2020, and that it has made an internal decision regarding candidates for Directors to be elected at the Ordinary General Meeting of Shareholders to be held in June 2020.
The changes in Directors effective as of the date of the Ordinary General Meeting of Shareholders to be held in June 2020 shall be formally determined at such Ordinary General Meeting of Shareholders and at a meeting of the Board of Directors to be held immediately thereafter.
Particulars
| 1. | Planned Personnel Changes in Directors |
<As of the date of the Ordinary General Meeting of Shareholders to be held in June 2020>
Candidates for Directors to be newly appointed
(Excluding Directors who are Audit and Supervisory Committee Members)
Name | Current Title | New Title | ||
Toshihiro Mibe | Managing Officer | Senior Managing Director | ||
Fumiya Kokubu | Chairman of the Board, Marubeni Corporation Outside Director, Taisei Corporation | Director | ||
Mr. Toshihiro Mibe’s current title, Managing Officer, is to be changed to Senior Managing Officer effective as of April 1, 2020.
Mr. Fumiya Kokubu is a candidate for Outside Director as defined under the provisions of the Enforcement Regulations of the Companies Act of Japan.
Directors to retire
Name | Current Title | |||
Yoshi Yamane | Senior Managing Director | |||
Motoki Ozaki | Director | |||
Mr. Motoki Ozaki is Outside Director as defined under the provisions of the Companies Act of Japan.
-1-
2. Planned Personnel Changes in Operating Officers
<As of April 1, 2020>
Operating Officers to change titles
Name | Current Title | New Title | ||
Toshihiro Mibe | Managing Officer | Senior Managing Officer | ||
Katsushi Inoue | Operating Officer | Managing Officer | ||
Operating Officer to be newly appointed
Name | Current Title | New Title | ||
Hisao Takahashi | Senior Managing Director, Honda R&D Co., Ltd. Chief Officer of Automobile Center | Managing Officer |
Operating Officers to retire
Operating Officers to retire except Mr. Takashi Sekiguchi and Mr. Kazuhiro Odaka are to be appointed to Operating Executives which are newly established positions.
Mr. Kazuhiro Odaka has been appointed as President and Representative Director of Honda Trading Corporation since November 8, 2019.
Name | Current Title | |||
Takashi Sekiguchi | Managing Officer | |||
Issao Mizoguchi | Operating Officer | |||
Yusuke Hori | Operating Officer | |||
Tomomi Kosaka | Operating Officer | |||
Toshiyuki Shimabara | Operating Officer | |||
Kazuhiro Odaka | Operating Officer | |||
Masayuki Igarashi | Operating Officer | |||
Hiroyuki Kachi | Operating Officer | |||
Soichi Yamamoto | Operating Officer | |||
Kimiyoshi Teratani | Operating Officer | |||
Asako Suzuki | Operating Officer | |||
Katsuhisa Okuda | Operating Officer | |||
Katsuhide Moriyama | Operating Officer | |||
Keiji Ohtsu | Operating Officer | |||
Yoshishige Nomura | Operating Officer | |||
Yoshikado Nakao | Operating Officer | |||
Hiroshi Tokutake | Operating Officer | |||
Taro Kobayashi | Operating Officer | |||
Jiro Morisawa | Operating Officer | |||
-2-
<For Reference>
Composition of Directors and Operating Officers as of April 1, 2020 and as of the date of the Ordinary General Meeting of Shareholders to be held in June 2020
| 1. | Directors |
Name | As of April 1, 2020 | As of date of Ordinary General Meeting of Shareholders to be held in June 2020 | ||
| Toshiaki Mikoshiba | Chairman and Director | Chairman and Director | ||
| Takahiro Hachigo | President and Representative Director | President and Representative Director | ||
| Seiji Kuraishi | Executive Vice President and Representative Director | Executive Vice President and Representative Director | ||
| Yoshi Yamane | Senior Managing Director | - | ||
| Kohei Takeuchi | Senior Managing Director | Senior Managing Director | ||
| Toshihiro Mibe | Senior Managing Officer*1 | Senior Managing Director*2 | ||
| Motoki Ozaki | Director*3 | - | ||
| Hiroko Koide | Director*3 | Director*3 | ||
| Fumiya Kokubu | - | Director*2,3 | ||
| Takanobu Ito | Director and Advisor | Director and Advisor | ||
| Masahiro Yoshida | Director, Audit and Supervisory Committee Member | Director, Audit and Supervisory Committee Member | ||
| Masafumi Suzuki | Director, Audit and Supervisory Committee Member | Director, Audit and Supervisory Committee Member | ||
| Hideo Takaura | Director,*3 Audit and Supervisory Committee Member | Director,*3 Audit and Supervisory Committee Member | ||
| Mayumi Tamura | Director,*3 Audit and Supervisory Committee Member | Director,*3 Audit and Supervisory Committee Member | ||
| Kunihiko Sakai | Director,*3 Audit and Supervisory Committee Member | Director,*3 Audit and Supervisory Committee Member | ||
| *1 | To change title |
| *2 | To be newly appointed |
| *3 | Outside Directors |
| 2. | Operating Officers |
Name | As of April 1, 2020 | As of date of Ordinary General Meeting of Shareholders to be held in June 2020 | ||
| Michimasa Fujino | Managing Officer | Managing Officer | ||
| Shinji Aoyama | Managing Officer | Managing Officer | ||
| Noriya Kaihara | Managing Officer | Managing Officer | ||
| Mitsugu Matsukawa | Managing Officer | Managing Officer | ||
| Noriaki Abe | Managing Officer | Managing Officer | ||
| Yasuhide Mizuno | Managing Officer | Managing Officer | ||
| Katsushi Inoue | Managing Officer*1 | Managing Officer | ||
| Hisao Takahashi | Managing Officer*2 | Managing Officer | ||
| *1 | To change title |
| *2 | To be newly appointed |
-3-
