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No.1-7628

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-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-Aoyama 2-chome, Minato-ku, Tokyo 107-8556, Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒     Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


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Contents

Exhibit 1:

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.

Exhibit 2:

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.


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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


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[Translation]

February 18, 2020

 

To:

Shareholders of Honda Motor Co., Ltd.

 

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-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.

 

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  (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%

 

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  (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        

 

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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%

 

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  (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.

 

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[Translation]

February 18, 2020

 

To:

Shareholders of Honda Motor Co., Ltd.

From:

Honda Motor Co., Ltd.

1-1, Minami-Aoyama 2-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.

 

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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   

 

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<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

 

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