-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FvkcCZkOL1maJK1QxnhSl1BWONdG4xuv6pxPBTULQp/pUDn3nAlpY+uRnP7njPL8 k+srxNPaYgKTlkFNL3H1eg== 0001171843-10-000132.txt : 20100204 0001171843-10-000132.hdr.sgml : 20100204 20100204060031 ACCESSION NUMBER: 0001171843-10-000132 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100204 FILED AS OF DATE: 20100204 DATE AS OF CHANGE: 20100204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET INITIATIVE JAPAN INC CENTRAL INDEX KEY: 0001090633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30204 FILM NUMBER: 10572332 BUSINESS ADDRESS: STREET 1: JINBOCHO MITSUI BLDG., STREET 2: 1-105 KANDA JINBO-CHO, CHIYODA-KU, CITY: TOKYO STATE: M0 ZIP: 101-0051 BUSINESS PHONE: 011-813-5259-6500 MAIL ADDRESS: STREET 1: JINBOCHO MITSUI BLDG., STREET 2: 1-105 KANDA JINBO-CHO,CHIYODA-KU, CITY: TOKYO STATE: M0 ZIP: 101-0051 6-K 1 document.htm FORM 6-K FILING DOCUMENT Form 6-K Filing

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 February 4, 2010
Commission File Number: 0-30204

Internet Initiative Japan Inc.
(Translation of registrant's name into English)

Jinbocho Mitsui Bldg. 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, 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 [ 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):       

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):       

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form 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-     .

EXHIBIT INDEX

Exhibit Date Description of Exhibit

1 2010/2/4 IIJ to Absorb Wholly-Owned Subsidiary

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    Internet Initiative Japan Inc.
Date: February 4, 2010   By: /s/ KOICHI SUZUKI
Koichi Suzuki
President, Chief Executive Officer and Representative Director

EX-99 2 newsrelease.htm PRESS RELEASE IIJ to Absorb Wholly-Owned Subsidiary

EXHIBIT 1

IIJ to Absorb Wholly-Owned Subsidiary

TOKYO, Feb. 4, 2010 (GLOBE NEWSWIRE) -- Internet Initiative Japan Inc. ("IIJ") (Nasdaq:IIJI) (TSE1:3774), one of Japan's leading Internet access and comprehensive network solutions providers, announced that its Board of Directors has resolved today to absorb IIJ Technology Inc. ("IIJ-Tech"), a wholly-owned subsidiary of IIJ. The merger is expected to take effect on April 1, 2010. Details of the merger are outlined below.

1.      Purpose of merger

IIJ Group is taking a strategy to provide high quality total network solution to our corporate client base. Currently, IIJ mainly develops and provides network related services and IIJ-Tech provides systems integration ("SI").

In the recent IT service market, as a a result of the progress in internet related technology, communication and data processing are provided based on the same technological platform, as seen in the emergence of cloud computing concept. And the trend to outsource data processing and network as one network system infrastructure is expected to increase.

Toward such opportunity to further enhance our business in the future, it has become even more important to share our group business strategy and to combine our network service and the SI business for a stronger business structure. Therefore, we have decided to absorb IIJ-Tech. As announced on the same date, February 4, 2010, the Board of Directors of IIJ-Tech has resolved to absorb IIJ Financial Systems Inc.("IIJ-FS"), a wholly-owned subsidiary of IIJ-Tech. Through the merger of these two wholly-owned group companies, IIJ and its group companies plans to achieve the following:

  1. Further improve its service quality by combining and strengthening its network service and SI business into one business unit
  2. Increase its competitiveness by uniting its operation platform
  3. Allot group technological resources efficiently to concentrating fields
  4. Reduce overlapped work of the administrative department to improve efficiency

2.      Details of merger

(1)   Merger schedule

Board meeting for approval of the merger agreement (IIJ and IIJ-Tech): February 4, 2010
Signing of the merger agreement (IIJ and IIJ-Tech): February 4, 2010
Effective date of the merger (IIJ and IIJ-Tech): April 1, 2010 (Scheduled)

(*) This merger was resolved by the board of IIJ in accordance with the rules defined under Article 796.3 of the Corporation Act in Japan (the simplified merger) and by the board of IIJ-Tech in accordance with the rules defined under Article 784.1 of the Corporation Act in Japan (the short form merger).

(2)   Merger procedure

IIJ, as the surviving company, will absorb IIJ-Tech, which will be subsequently dissolved.

(3)   Details of allocation related to the mergers

Because IIJ-Tech is a wholly-owned consolidated subsidiary of IIJ, there will be no issue of new stocks, no increase in capital and no distribution of merger consideration in this merger.

(4)   Handling of share warrants and bonds with share warrants of the defunct companies

None

3.      Basic information of IIJ and IIJ-Tech (as of March 31, 2009)

(1) Company Name Internet Initiative Japan Inc.
(Surviving company)		 IIJ Technology Inc.
(Dissolving company)
(2) Address 1-105 Kanda Jinbo-cho,
Chiyoda-ku, Tokyo		 1-105 Kanda Jinbo-cho,
Chiyoda-ku, Tokyo
(3) Representative President and CEO
Koichi Suzuki		 President
Takeshi Kikuchi
(4) Business Description Internet connectivity and outsourcing
service, systems integration, equipment
sales and others		 Systems design, construction and
systems operation and maintenance
(5) Capital JPY16,834 million (consolidated) JPY2,358 million (non-consolidated)
(6) Incorporated December 3, 1992 November 26, 1996
(7) Number of Shares Issued 206,478 46,005
(8) Fiscal Year-end March 31 March 31
(9) Number of Employee 1,602 (consolidated) 449 (non-consolidated)
(10) Shareholders' Equity JPY25,169 million (consolidated) JPY3,692 million (non-consolidated)
(11) Total Assets JPY52,301 million (consolidated) JPY10,565 million (non-consolidated)
(12) Shareholders' Equity per share JPY124,265.27 (consolidated) JPY80,242.00 (non-consolidated)
(13) Total Revenues JPY69,731 million (consolidated) JPY25,452 million (non-consolidated)
(14) Operating Income JPY2,917 million (consolidated) JPY813 million (non-consolidated)
(15) Net income JPY1,419 million (consolidated) JPY168 million (non-consolidated)
(16) Basic Net Income JPY6,917.87 (consolidated) JPY3,642.94 (non-consolidated)
(17) Major Shareholders and
shareholding ratio		 Nippon Telegraph and
Telephone Corporation		 24.45% Internet Initiative Japan Inc. 100.00%
  The Bank of New York
Mellon as Depositary
Bank for Depositary
Receipt Holders *		 7.74%
  Koichi Suzuki 6.21%
  Itochu Corporation 5.05%
  NTT Communications
Corporation		 4.94%

 

(*) The Bank of New York Mellon as Depositary Bank for Depositary Receipt Holders is the nominee of The Bank of New York Mellon, which is the depositary of IIJ's ADRs.

 

4.      Situation after the merger

There will be no changes in the company name, address, representative, business description, capital or the fiscal year.

5.      Future Outlook

Because IIJ-Tech is a wholly-owned consolidated subsidiary of IIJ, there will be no direct impact on the consolidated financial statement.

About IIJ

Founded in 1992, IIJ is one of Japan's leading Internet-access and comprehensive network solutions corporate customers. IIJ's services include high-quality systems integration and security services, Internet access, hosting/housing, and content design. Moreover, IIJ has built one of the largest Internet backbone networks in Japan, and between Japan and the United States. IIJ was listed on NASDAQ in 1999 and on the First Section of the Tokyo Stock Exchange in 2006.

The Internet Initiative Japan Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4613

The statements within this release contain forward-looking statements about our future plans that involve risk and uncertainty. These statements may differ materially from actual future events or results. Readers are referred to the documents furnished by Internet Initiative Japan Inc. with the SEC, specifically the most recent reports on Forms 20-F and 6-K, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements.

 

CONTACT:  Internet Initiative Japan Inc.
          IIJ Investor Relations
          +81-3-5259-6500
          ir@iij.ad.jp
          http://www.iij.ad.jp/en/IR
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