Report of Foreign Issuer (6-k)
01 2월 2014 - 12:28AM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of January 2014
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
(Translation of Registrant's name into English)
13-1, Ginza 8-Chome, Chuo-ku, Tokyo 104-8222, Japan
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover 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-__ )
SIGNATURE
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.
Ricoh Company, Ltd.
(Registrant)
By: /S/ Zenji Miura
------------------------------
Zenji Miura
Representative Director, President
and Chief Executive Officer
(principal executive officer)
January 31, 2014
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[LOGO]
FASF
January 31, 2014
Company Name Ricoh Company, Ltd.
President and C.E.O.Zenji Miura
(Code Number: 7752 First Section of the Tokyo Stock
Exchange, Nagoya Stock Exchange Inc., Fukuoka Stock
Exchange, and Sapporo Securities Exchange)
Contact: Yutaka Kaneko, General Manager, PR Department
Tel. 03-6278-5228
RICOH TO APPLY FOR DEREGISTRATION UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934
Ricoh Company, Ltd. ("Ricoh") announced today that its Board of Directors has
resolved to apply for deregistration of its shares under the U.S. Securities
Exchange Act of 1934 ("Exchange Act").
1. Reason for Deregistration
In August 1980, Ricoh filed its first Form 20-F, which includes its consolidated
financial statements, to the Securities and Exchange Commission for issuing
convertible debentures in the U.S. and to allow those who have exercised their
rights to register, issue and circulate their shares through American Depository
Receipts ("ADR") in the U.S. over-the-counter market. Since then, Ricoh has made
efforts to enhance disclosures for shareholders and investors with the goal of
deepening their understanding of Ricoh, in addition to complying with the
disclosure requirements of U.S. securities laws and regulations, providing
financial statements in accordance with U.S. generally accepted accounting
principles ("U.S. GAAP"), and establishing internal controls in accordance with
the Sarbanes-Oxley Act of 2002. Meanwhile, the external environment has
significantly changed as indicated by the increases in trading volume of
Japanese stocks through stock exchanges in Japan by overseas investors due to
the internationalization of the Japanese financial and capital markets, as well
as the narrowing of the gap between U.S. and Japanese disclosure standards with
respect to financial reporting due to a series of amendments to Japanese laws
and regulations and accounting standards.
In light of these changes in the market environment, Ricoh has decided to apply
for deregistration of its shares under the Exchange Act.
2. Schedule
February 2014 Ricoh to file Form 15F with the SEC to terminate Ricoh's
reporting obligations under the Exchange Act
May 2014 Deregistration with SEC to become effective
Termination of Ricoh's reporting obligations under the
Exchange Act to become effective
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Note: The schedule provided above including the anticipated effective dates may
be delayed if the SEC objects or requests an extended review or for other
reasons.
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3. Future Plans
Ricoh will continue to disclose financial statements and other information, in
English, on its website to ensure that its overseas shareholders and investors
will continue to have appropriate information about Ricoh, irrespective of the
termination of its reporting obligations under the Exchange Act. Furthermore,
starting from the fiscal year ending March 31, 2014, Ricoh will prepare its
consolidated financial statements of annual report under Financial Instruments
and Exchange Law in accordance with International Financial Reporting Standards
("IFRS"), in place of the U.S. GAAP previously adopted.
After deregistration of its shares under the Exchange Act, Ricoh intends to
maintain its American Depositary Receipt Program in the U.S., and therefore
anticipates that its ADSs will continue to be traded in the U.S. on the
over-the-counter market.
(Contact Information for Inquiries Regarding Ricoh's ADSs)
The Bank of New York Mellon
Phone: 1-888-BNY-ADRS (1-888-269-2377, toll free in USA)
1-201-680-6825 (Outside USA)
Website: www.mybnymdr.com
E-mail: shrrelations@cpushareownerservices.com
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Shareowner Service Representatives are available Monday through Friday, from
8:00 a.m. to 8:00 p.m. Eastern Time in the United States.
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Ricoh (PK) (USOTC:RICOF)
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