Report of Foreign Issuer (6-k)
26 Fevereiro 2018 - 8:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
6-K
Report of Foreign Private Issuer
Pursuant to Rule
13a-16
or
15d-16
under
the Securities Exchange Act of 1934
For the month of February 2018
Commission File Number:
1-07952
KYOCERA CORPORATION
(Translation of registrants name into English)
6 Takeda
Tobadono-cho,
Fushimi-ku,
Kyoto
612-8501,
Japan
(Address of principal executive office)
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 ☒ Form
40-F ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Registration
S-T
Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form
6-K
in paper as permitted by Registration
S-T
Rule 101(b)(7): ☐
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, thereto duly authorized.
|
KYOCERA CORPORATION
|
|
/s/ S
HOICHI
A
OKI
|
(Signature)
|
Shoichi Aoki
|
Director,
|
Managing Executive Officer and
|
General Manager of
|
Corporate Financial and Accounting Group
|
Date: February 26, 2018
Information furnished on this form:
EXHIBITS
February 26, 2018
To All Persons Concerned
|
|
|
Name of Company Listed:
|
|
Kyocera Corporation
|
|
|
Name of Representative:
|
|
Hideo Tanimoto, President and Director
|
|
|
|
|
(Code number: 6971, The First Section of the Tokyo Stock Exchange)
|
|
|
Person for Inquiry:
|
|
Shoichi Aoki
Director, Managing Executive
Officer and General Manager of
Corporate Financial and Accounting Group
(Tel:
+81-75-604-3500)
|
Notice Relating to Kyocera Corporations Intention to Apply to Delist American Depositary Shares
from
the New York Stock Exchange and Terminate Registration with the U.S. Securities and Exchange Commission
This is to advise you that Kyocera Corporation (the Company) has adopted a resolution at a meeting of its Board of Directors held
on February 26, 2018 regarding the Company making an application for voluntary delisting of the Companys American Depositary Shares (ADSs) from the New York Stock Exchange (the NYSE) and filing for the termination
of registration of the Companys ADSs under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act).
1. Reasons for
Applying for Delisting
The Company issued its ADSs in February 1976 and listed its ADSs on the NYSE in May 1980 mainly to promote trading
of its shares and to raise the visibility of the Companys brand in the U.S. Since then, the Company has made efforts to enhance disclosures for shareholders and investors for deepen their understanding of the Company, in addition to complying
with the disclosure requirements of U.S. securities laws and regulations, providing consolidated financial statements in accordance with accounting principles generally accepted in the United States (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 addition to these changes to the environment, as the trading volume of the Companys ADSs on the NYSE has been on a decreasing trend
in recent years, the Company believes that the economic rationality of maintaining a listing on the NYSE has declined.
Therefore, the
Company has decided to apply for voluntary delisting of its ADSs from the NYSE and for termination of registration of its ADSs with the U.S. Securities and Exchange Commission under the Exchange Act.
2. Stock Exchanges on Which the Company Will Maintain its Listings
The Company will maintain its listings on the Tokyo Stock Exchange.
1
3. Schedule Related to Delisting and Other Matters (Planned)
The Company plans to implement the following procedures (1), (2) and (3) during the period from June 2018 to September 2018.
|
|
|
|
|
(1)
|
|
The Company to provide the NYSE with a written
pre-notice
of the delisting application
|
|
|
|
|
|
(2)
|
|
The Company to file Form 25 with the SEC for delisting of the Companys ADSs from the NYSE and deregistration with the SEC
|
|
To be filed at least 10 days after (1)
|
|
|
|
(3)
|
|
Delisting to become effective
The Company to
file Form 15F with the SEC to terminate its reporting obligations under the Exchange Act
|
|
To become effective and to be filed on the 10th day after (2)
|
The Company expects that deregistration with the SEC will become effective 90 days after (2) above, the
filing of Form 25, and that its reporting obligations under the Exchange Act will be terminated 90 days after (3) above, the filing of Form 15F. However, the schedule provided above may be delayed if the SEC objects or requests an extended
review or for other reasons.
The Company plans to announce a more detailed schedule at a later date once the schedule has been
determined.
4. Future Actions
While the
Companys reporting obligations under the Exchange Act (including the obligation to file annual reports on Form
20-F)
will be terminated, the Company will continue to disclose financial statements and
other information, in English, on its website to ensure that its shareholders and investors will continue to have appropriate information about the Company.
In addition, after the delisting of its ADSs from the NYSE, the Company 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.
5. Contact Information for Inquiries regarding the Companys ADSs
Citibank, N.A. Shareholder Services
Tel: U.S.A
+1-877-248-4237
(toll free)
International
+1-781-575-4555
Website: www.citi.com/dr
E-mail:
citibank@shareholders-online.com
Shareholder Service Representatives are available Monday through Friday, from 9:00 a.m. to 5:00 p.m.
Eastern Time in the United States.
2
Kyocera (PK) (USOTC:KYOCF)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Kyocera (PK) (USOTC:KYOCF)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025