UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION
OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF
A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE
ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER
SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:
1-7952
KYOCERA KABUSHIKI KAISHA
(Exact name of registrant as
specified in its charter)
KYOCERA CORPORATION
(Translation of registrant’s
name into English)
6, Takeda
Tobadono-cho,
Fushimi-ku,
Kyoto
612-8501,
Japan
+81-75-604-3556
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities
Exchange Act of 1934:
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Rule 12h-6(a) ☒
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Rule 12h-6(d) ☐
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(for equity securities)
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(for successor registrants)
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Rule 12h-6(c) ☐
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Rule 12h-6(i) ☐
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(for debt securities)
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(for prior Form 15 filers)
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TABLE OF CONTENTS
PART I
Item 1. Exchange Act Reporting History
A. Kyocera Corporation (the “Registrant”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (the “Exchange Act”) on or about January 29, 1976, the date that its registration statement on
Form S-1
(Registration
No. 2-55115)
was declared effective by the Securities and Exchange Commission (the “Commission”).
B. The Registrant has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the
corresponding Commission rules for the 12 months preceding the filing of this Form 15F. The Registrant has filed at least one annual report on Form
20-F
under Section 13(a) of the Exchange Act.
Item 2. Recent United States Market Activity
The Registrant’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, in
January 1990.
Item 3. Foreign Listing and Primary Trading Market
A. The Registrant has maintained a listing of its common stock on the First Section of the Tokyo Stock Exchange (the “TSE”), Tokyo,
Japan. The TSE constitutes the primary trading market for the Registrant’s common stock, as that term is defined in Rule
12h-6
under the Exchange Act.
B. The Registrant’s common stock was initially listed on the TSE in September 11, 1972. The Registrant has maintained the listing of
its common stock on the TSE since that date, including during the 12 months preceding the filing of this Form 15F.
C. The percentage of
trading in the Registrant’s common stock that occurred in Japan on the TSE for the
12-month
period from June 1, 2017 to May 31, 2018 (both dates inclusive) was 98.9% of the worldwide trading
volume.
Item 4. Comparative Trading Volume Data
A. The
12-month
period used to meet the requirements of
Rule 12h-6(a)(4)(i)
started on June 1, 2017 and ended on May 31, 2018 (the “Applicable Period”).
B. The average daily trading volume (the “ADTV”) of the common stock of the Registrant in the United States for the Applicable Period
(including
off-exchange
and
on-exchange
transactions) was 15,807 shares. The ADTV of the common stock of the Registrant on a worldwide basis for the Applicable Period
was 1,380,711 shares.
C. The ADTV of the common stock of the Registrant in the United States for the Applicable Period was 1.1% of the
ADTV of the common stock of Registrant worldwide for the Applicable Period.
D. The Registrant delisted its common stock from The New York
Stock Exchange (“NYSE”) effective June 26, 2018 (with June 25, 2018 as the last day of trading on NYSE). As of June 26, 2018, the ADTV of the Registrant’s common stock in the United States (including
off-exchange
and on exchange transactions) as a percentage of the ADTV for the Registrant’s common stock on a worldwide basis for the preceding
12-month
period was 1.2%.
E. The Registrant has not terminated its sponsored American Depositary Receipt facility regarding its common stock.
F. The source of the trading volume information used for determining whether the Registrant meets the requirements of Rule
12h-6
is Bloomberg L.P. with respect to
on-exchange
and
off-exchange
transactions in the United States. Information from the TSE is the
source of the trading volume information with respect to
on-exchange
transactions on such exchanges (as information with respect to
off-hours
trading transactions on
such exchanges is unavailable on Bloomberg L.P.).
Item 5. Alternative Record Holder Information
Not applicable.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
A. The Registrant published in the United States a notice of its intent to terminate its reporting obligations under Section 13(a) and
Section 15(d) of the Exchange Act, by means of press releases issued on February 26, 2018 and June 5, 2018.
B. The press
releases described above were disseminated by major newswire services, including Bloomberg Business News in the United States, and submitted to the Commission under cover of a Form
6-K
on
February 26, 2018 and June
5, 2018. Additionally, the notices were published on the Registrant’s Internet website.
Item 8. Prior Form 15
Filers
Not applicable.
PART II
Item 9.
Rule 12g3-2(b)
Exemption
The Registrant will publish the information
required under
Rule 12g3-2(b)(1)(iii)
on its website:
https://global.kyocera.com/ir/index.html.
PART III
Item
10. Exhibits
None.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the
effectiveness of its termination of reporting under
Rule 12h-6,
it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
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(1)
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The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent
12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
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(2)
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Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under
Rule 12h-6(a)(4)(ii)
or
Rule 12h-6(c);
or
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(3)
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It otherwise did not qualify for termination of its Exchange Act reporting obligations under
Rule 12h-6.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Kyocera Corporation has duly authorized the undersigned person to sign on
its behalf this certification on Form 15F. In so doing, Kyocera Corporation certifies that, as represented on this Form, it has complied with all of the conditions set forth in
Rule 12h-6
for terminating
its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
Date: June 26, 2018
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Kyocera Corporation
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By: /s/ SHOICHI AOKI
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Name: Shoichi Aoki
Title: Director, Managing
Executive Officer
and General Manager of Corporate Management Control Group
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Kyocera (PK) (USOTC:KYOCF)
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