POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

0001193125-17-320032.txt : 20171026 0001193125-17-320032.hdr.sgml : 20171026 20171026062045 ACCESSION NUMBER: 0001193125-17-320032 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171026 DATE AS OF CHANGE: 20171026 EFFECTIVENESS DATE: 20171026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOMURA HOLDINGS INC CENTRAL INDEX KEY: 0001163653 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-180506 FILM NUMBER: 171154639 BUSINESS ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 BUSINESS PHONE: 810352551000 MAIL ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 S-8 POS 1 d478932ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on October 26, 2017

Registration Statement No. 333-180506

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. 34) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 35) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 37) of Nomura Holdings, Inc.

(Full Title of the Plan)

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.

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. ☐

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)

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 2, 2012 (File No. 333-180506) (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock relating to options issued under the Stock Acquisition Rights (No. 37) of Nomura Holdings, Inc.

Under the Registration Statement, 2,208,600 shares were registered in connection with the options under Stock Acquisition Rights (No. 34) of Nomura Holdings Inc., 7,694,800 shares were registered in connection with the options under Stock Acquisition Rights (No. 35) of Nomura Holdings, Inc. and 29,666,700 shares were registered in connection with the options under Stock Acquisition Rights (No. 37).

Of the 29,666,700 shares relating to the options under the Stock Acquisition Rights (No. 37) of Nomura Holdings, Inc., 301,400 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 37) of Nomura Holdings, Inc. on April 29, 2017. No shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 34) of Nomura Holdings, Inc. or the Stock Acquisition Rights (No. 35) of Nomura Holdings, Inc.

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 October 26, 2017.


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 October 26, 2017.


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/ Tetsu Ozaki Tetsu Ozaki				Director Representative Executive Officer

/s/ Hisato Miyashita Hisato Miyashita				Director

/s/ Takao Kusakari Takao Kusakari				Director

/s/ Hiroshi Kimura Hiroshi Kimura				Director

/s/ Noriaki Shimazaki Noriaki Shimazaki				Director

/s/ Toshinori Kanemoto Toshinori Kanemoto				Director

/s/ Mari Sono Mari Sono				Director

/s/ Michael Lim Choo San Michael Lim Choo San				Director

/s/ Takumi Kitamura Takumi Kitamura				Chief Financial Officer Executive Managing Director (Principal Financial Officer and Principal Accounting Officer)

/s/ Kentaro Okuda Kentaro Okuda				Senior Managing Director (Authorized Representative in the United States)