As filed with the Securities and Exchange Commission on March 30, 2016

Registration Statement No. 333-165925

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-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, Nihonbashi 1-chome

Chuo-ku, Tokyo, 103-8645

Japan

(81-3-5255-1000)

(Address of Principal Executive Offices)

 

 

Stock Acquisition Rights (No. 19) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 20) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 21) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 22) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 23) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 24) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 25) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 26) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 27) of Nomura Holdings, Inc.

(Full Title of the Plan)

 

 

Nomura Securities International, Inc.

Worldwide Plaza, 309 West 49^th Street

New York, New York 10019-7316

(212-667-9000)

(Name, Address and Telephone Number of Agent for Service)

 

 

 

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EXPLANATORY NOTE

Nomura Holdings, Inc. (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to amend the Registration Statement on Form S-8 filed on April 7, 2010 (File No. 333-165925) (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock relating to options issued under the Stock Acquisition Rights (No. 19), Stock Acquisition Rights (No. 20), Stock Acquisition Rights (No. 21), Stock Acquisition Rights (No. 22), Stock Acquisition Rights (No. 23), Stock Acquisition Rights (No. 24) , Stock Acquisition Rights (No. 25), Stock Acquisition Rights (No. 26) and Stock Acquisition Rights (No. 27) of Nomura Holdings, Inc.

A total of 9,945,400 shares were registered under the Registration Statement (6,248,400 shares relating to the options under the Stock Acquisition Rights (No. 19) of Nomura Holdings, Inc., 152,300 shares relating to the options under the Stock Acquisition Rights (No. 20) of Nomura Holdings, Inc., 768,200 shares relating to the options under the Stock Acquisition Rights (No. 21) of Nomura Holdings, Inc., 110,000 shares relating to the options under the Stock Acquisition Rights (No. 22) of Nomura Holdings, Inc., 1,966,000 shares relating to the options under the Stock Acquisition Rights (No. 23) of Nomura Holdings, Inc., 6,000 shares relating to the options under the Stock Acquisition Rights (No. 24) of Nomura Holdings, Inc., 3,000 shares relating to the options under the Stock Acquisition Rights (No. 25) of Nomura Holdings, Inc., 15,600 shares relating to the options under the Stock Acquisition Rights (No. 26) of Nomura Holdings, Inc. and 675,900 shares relating to the options under the Stock Acquisition Rights (No. 27) of Nomura Holdings, Inc.).

Of the 6,248,400 shares relating to the options under the Stock Acquisition Rights (No. 19) of Nomura Holdings, Inc., 1,400 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 19) of Nomura Holdings, Inc. on April 23, 2015. Of the 768,200 shares relating to the options under the Stock Acquisition Rights (No. 21) of Nomura Holdings, Inc., 500 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 21) of Nomura Holdings, Inc. on June 23, 2015. Of the 110,000 shares relating to the options under the Stock Acquisition Rights (No. 22) of Nomura Holdings, Inc., 110,000 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 22) of Nomura Holdings, Inc. on August 5, 2015. Of the 1,966,000 shares relating to the options under the Stock Acquisition Rights (No. 23) of Nomura Holdings, Inc., 1,856,000 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 23) of Nomura Holdings, Inc. on August 5, 2015. No shares remained unsold at the termination of the exercise period for the options issued under either the Stock Acquisition Rights (No. 20) of Nomura Holdings, Inc., the Stock Acquisition Rights (No. 24) of Nomura Holdings, Inc., the Stock Acquisition Rights (No. 25) of Nomura Holdings, Inc., the Stock Acquisition Rights (No. 26) of Nomura Holdings, Inc. or the Stock Acquisition Rights (No. 27) of Nomura Holdings, Inc.

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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 Form S-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 March 30, 2016.

 

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 March 30, 2016.

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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/ Atsushi Yoshikawa Atsushi Yoshikawa				Director Representative Executive Officer
/s/ Hiroyuki Suzuki Hiroyuki Suzuki				Director
/s/ David Benson David Benson				Director
/s/ Masahiro Sakane Masahiro Sakane				Director
/s/ Takao Kusakari Takao Kusakari				Director
/s/ Tsuguoki Fujinuma Tsuguoki Fujinuma				Director
/s/ Toshinori Kanemoto Toshinori Kanemoto				Director
/s/ Hiroshi Kimura Hiroshi Kimura				Director
/s/ Dame Clara Furse Dame Clara Furse				Director
/s/ Michael Lim Choo San Michael Lim Choo San				Director
/s/ Takumi Kitamura Takumi Kitamura				Managing Director (Principal Financial Officer and Principal Accounting Officer)
/s/ David Findlay David Findlay				Senior Managing Director (Authorized Representative in the United States)