As filed with the Securities and Exchange Commission on March 13, 2019
Registration No. 333-143955
Registration No. 333-125977
Registration No. 333-107322
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8 REGISTRATION STATEMENT NO. 333-143955
FORM S-8 REGISTRATION STATEMENT NO. 333-125977
FORM S-8 REGISTRATION STATEMENT NO. 333-107322
UNDER THE SECURITIES ACT OF 1933
TOYOTA JIDOSHA KABUSHIKI KAISHA
(Exact name of registrant as specified in its charter)
TOYOTA MOTOR CORPORATION
(Translation of registrants name into English)
(State or other jurisdiction of
incorporation or organization)
1 Toyota-cho, Toyota City
Aichi Prefecture 471-8571
(Address of principal executive offices, including zip code)
2006 Employee Share Option Program
2005 Employee Share Option Program
2004 Employee Share Option Program
2003 Employee Share Option Program
2002 Stock Option Plan
2001 Global Incentive Plan
(Full Title of Plans)
Toyota Motor North America, Inc.
6565 Headquarters Dr.
Plano, TX 75024
Attention: Sandra Phillips Rogers
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large 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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the Registration Statements) filed by Toyota Motor Corporation (the Company):
Registration Statement No. 333-143955, originally filed with the Securities and U.S. Exchange Commission (the Commission) on June 22, 2007, which registered 2,104,000 common shares of the Company (the shares) for issuance under the 2005 Employee Share Option Program and 3,176,000 shares for issuance under the 2006 Employee Share Option Program;
Registration Statement No. 333-125977, originally filed with the Commission on June 20, 2005, which registered 1,958,000 shares for issuance under the 2003 Employee Share Option Program and 2,021,000 shares for issuance under the 2004 Employee Share Option Program; and
Registration Statement No. 333-107322, originally filed with the Commission on July 25, 2003, which registered 1,876,000 shares for issuance under the 2002 Stock Option Plan and 1,477,000 shares for issuance under the 2001 Global Incentive Plan.
In accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, each of the Registration Statements is hereby amended to deregister, as of the effective date of this Post-Effective Amendment No. 1, any shares that were previously registered and that remain unsold under such Registration Statement.
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 Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Aichi Prefecture, Japan on the 13th day of March, 2019.
TOYOTA MOTOR CORPORATION
/s/ Takanori Azuma
Name: Takanori Azuma
Title: Human Resources Div.
Note: In reliance upon Rule 478 under the U.S. Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1.