FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of July, 2008
Commission File No. 1-08346
TDK CORPORATION
(Translation of registrant's name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, 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
x 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):________
Indicate by check mark whether by furnishing the information
contained in this
Form, the registrant is also thereby furnishing
the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
No x
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-________
SIGNATURES
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.
TDK
Corporation
(Registrant)
July 31, 2008
BY:
/s/
Tatsuhiko
Atsumi
Tatsuhiko Atsumi
General Manager
Corporate Communications Department
Administration Group
Contact
s
:
Kazutoshi
Kogure
TDK
Corporation
Corporate Communications
Dept.
Tel:
(
81)
-
3-5201-7102
E
-mail;
pr
@mb1.tdk.co.jp
ANNOUNCEMENT OF CORPORATE
SPLIT
(
A
BSORPTION TYPE
CORPORATE SPLIT WITHOUT OBTAINING THE APPROVAL OF GENERAL MEETING OF
SHAREHOLDERS
OF
TDK
CORPORATION
(
KAN’I-KYUS
H
U-BUNKATSU
)
)
WITH DENSEI-LAMBDA K.K.
TOKYO JAPAN, July 31,
2008
--
---
It is hereby
announced
that
TDK Corporation (hereinafter the "Company")
resolved
at a meeting of the
B
oard of
D
irectors held
today
that it
will procure the succession by DENSEI-LAMBDA
K.K. (hereinafter "DENSEI-LAMBDA")
to
the business conducted by
the
Company's
power systems business group and
other
business
es
pertaining
thereto
(
excluding the following businesses: (i)
any
business dealing with DCDC
converters for
EV (Electronic Vehicles)
; (ii)
any
business dealing with products related
to
power supply
for
plasma display and prototypes
pertaining
thereto
, etc.;
(iii) any
business
conducted by the
electronic components
sales
group
of the Company;
and
(iv) any business related to planning and
administration concerning management of the
power systems business group
of the Company)
(
hereinafter, such businesses to be succeeded
to by DENSEI-LAMBDA shall be referred to as
the "Businesses
")
by
way
of
an absorption type corporate split (absorption
type corporate split without obtaining the approval of a general meeting of shareholders of
the Company
(
kan
’
i-kyushu-bunkatsu
))
(
hereinafter the "Absorption Type Corporate
Split"
))
effective
as of
October 1, 2008.
In addition,
items
and contents
that are supposed to be disclosed herein are
partially omitted and such omission is allowed because
the Absorption
T
ype Corporate Split is
a corporate split without obtaining the
approval of a general meeting of shareholders of the Company
(
kan
’
i-kyushu-bunkatsu
)
by which the Company
has its
wholly owned subsidiary,
all
of
the
issued shares
of which are directly or indirectly held by
the Company,
succeed
to its
rights and obligations.
1.
Purpose of
the
Absorption
T
ype Corporate Split
The purpose of the Absorption
T
ype Corporate Split is to integrate the
technologies and sales capabilities of DENSEI-LAMBDA as a leading company of switching
power supplies in the industrial market and the power devices that consist of the
raw
materials and material technologies
of the Company.
On this occasion, the Company has determined
that the transfer of a part of the rights and obligations
belonging
to the
Business
es
of the Company to, and integration thereof
into, DENSEI-LAMBDA will establish a
structure
that will allow us to meet, as a specialized
company, various demands of the market that will expand and change in the future and
contribute to the expansion of our power supply business.
-more-
2
.
Outline of
Absorption
T
ype Corporate Split
(
1)
Schedule
of Corporate
Split
|
Meeting of Board of Directors to
Resolve the Absorption Type Corporate Split:
|
July
3
1, 2008
|
|
Execution of
the A
greement
C
oncerning
Absorption
T
ype Corporate Split:
|
August 1, 2008
(to be confirmed)
|
|
Scheduled
D
ate of
Corporate Split
(
e
ffective
d
ate):
|
October 1, 2008 (to be
confirmed
)
|
(Note) Pursuant to Article 784, Paragraph 3 of
the Companies Act, the Company will implement the
Absorption
T
ype Corporate Split
without obtaining the approval of a general
meeting of its shareholders
(
so-called
kan
’
i-
soshiki
-
saihen
)
and similarly, pursuant to Article 796,
Paragraph 1 of the Companies Act,
DENSEI-LAMBDA
will implement the
Absorption
T
ype Corporate Split
without obtaining the approval of a general
meeting of its shareholders
(
so-called ryakushiki-
soshiki
-
saihen
).
(2)
Method of
Corporate
Split
Spin off
absorption type
(
Bunsha-gata
)
(
butteki
) corporate split,
in which the Company and DENSEI-LAMBDA
will be
the Splitting
Company and the
S
ucceeding
C
ompany, respectively.
(3) Capital Reduction, etc. due to Corporate
Split
The capital, etc. of the Company shall not
change due to the Absorption
T
ype Corporate Split.
(4)
Treatment of Stock Acquisition Rights
and Corporate Bond with
Stock Acquisition Rights
of
t
he Splitting
Company
The
s
tock
a
cquisition
r
ights
issued by the Company
are not affected by the Absorption Type
Corporate Split. The Company does not issue any corporate bond with stock
a
cquisition
r
ights.
(5) Rights and Obligations to be Succeeded
by
DENSEI-LAMBDA
DENSEI-LAMBDA shall succeed to part of the
rights and obligations, such as
the
assets and liabilities,
belonging
to
the Businesses of the
Company.
In addition, the
liabilities
to be succeeded by the Absorption Type
Corporate Split shall be assumed by DENSEI-LAMBDA
and the Company shall be released
therefrom.
(6) Capability
of Satisfying
Liabilities
Both of the Company and
DENSEI-LAMBDA
have concluded that there are no doubts
as to
th
eir capability to
satisfy
the liabilities borne by each of the Company
and
DENSEI-LAMBDA
on and after the effective date of
the Absorption Type Corporate
Split.
-more-
3
.
Outline of
the Companies
subject to
Corporate
Split
As of March 31, 2008
|
|
Splitting Company
(the Company)
|
Succeeding Company
(DENSEI-LAMBDA
)
|
|
(1) Company Name
|
TDK Corporation
|
DENSEI-LAMBDA K.K.
|
|
(2) Business
|
Manufacture and sales of
electronic components
|
Development, production,
sales
and maintenance-service
of
switching power supplies
and
peripherals, uninterruptible
power
supplies and engine
generators
|
|
(3) Date of
Incorporation
|
December 7, 1935
|
June 6, 1978
|
|
(4)
Location
of
Head Office
|
13-1, Nihonbashi 1
cho-me,
Chuo-ku, Tokyo
|
Denpa Building, 11-15,
Higashi
Gotanda 1 cho-me,
Shinagawa-ku,
Tokyo
|
|
(5)
Title/
Name
of Representative
|
Takehiro Kamigama,
President and Chief Operating
Officer
|
Takeo Suzuki,
Representative Director, President
|
|
(6) Capital
|
32,641 million yen
|
2,976 million yen
|
|
(7) Total Number of Issued
Shares
|
129,590,659 shares
|
17 shares
|
|
(8) Net Assets
|
716,577 million yen
(consolidated)
|
16,907
million yen
(non consolidated)
|
|
(9) Total Assets
|
935,533 million yen
(consolidated)
|
37,608
million yen
(non consolidated)
|
|
(10) Fiscal Year
|
March 31
|
March 31
|
|
(11) Large Shareholders and
their
Holdings Ratio
|
Japan Trustee Services Bank, Ltd.
(trust account) 10.15%
The Master Trust Bank of Japan, Ltd. (trust account) 9.67%
Matsushita Electric Industrial Co., Ltd. 4.82%
Deutsche Securities Inc. 4.29%
Societe Generale Securities
Ltd,
Tokyo Branch
1.84%
State Street Bank
and Trust Company 1.78%
BNP Paribas Securities
(
Japan
) Limited 1.75%
Nats Cumco 1.71%
Trust & Custody Services Bank,
Ltd.
(securities investment
trust account) 1.70%
Nippon Life Insurance Company
1.65%
|
TDK Corporation 47.06%
Lambda Holdings Inc. 47.06%
Lambda Far East Limited 5.88%
|
(Note) Any and all issued shares of
DENSEI-LAMBDA are
A class shares.
-more-
4
. Outline of Business subject to Corporate Split
(1)
Content
s
of Business Division subject to Corporate
Split
T
he business conducted by
the
Company's
power systems business group and
other
business
es
pertaining
thereto
(
excluding the following businesses: (i)
any
business dealing with DCDC
converters for
EV (Electronic Vehicles)
; (ii)
any
business dealing with products related
to
power supply
for
plasma display and prototypes
pertaining
thereto
, etc.;
(iii) any
business
conducted by the
electronic components
sales
group
of the Company;
and
(iv) any business related to planning and
administration concerning management of the
power systems business group
of the Company).
(2)
Operating Results of
Business
Division subject to Corporate Split as of the
Fiscal Term ending in March,
2008
|
|
Performance of
the Business D
ivision subject to Corporate
Split
(
A)
|
Performance of the Company
(Before Corporate Split) (B
)
|
Ratio
(
A
)
/
(
B
)
|
|
Sales (JPY million)
|
10,004
|
353,034
|
2.80
%
|
5.
Situation of the Company
(listed company) after the Absorption Type Corporate Split
(
1)
Company
Name:
TDK Corporation
(
2)
Business
:
Manufacture and sale of
electronic components
(
3) Location of
Head
Office:
Nihonbashi, Chuo-ku,
Tokyo
(
4)
Title/
Name of
Representative:
Takehiro Kamigama, President
and Chief Operating Officer
(
5)
Capital
:
32
,641
million yen
(
6)
Fiscal
Year:
March 31
(
7)
Prospects for the
Future
The impact of the Absorption
Type Corporate on the
performance
of
the
Company is expected to be
minor.
# # #
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