-----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, O2JT/Jj+Br1esO3bxlfBosA7CLf3zaAc8AeWepdQdJXmlC01OMEAA1PsaOMmHLNr qPs9erX6tKWMjFI8qF9dbQ== 0001158967-07-000040.txt : 20071206 0001158967-07-000040.hdr.sgml : 20071206 20071130064333 ACCESSION NUMBER: 0001158967-07-000040 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIDEC CORP CENTRAL INDEX KEY: 0001158967 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-13896 FILM NUMBER: 071276316 BUSINESS ADDRESS: STREET 1: 338 TONOSHIRO-CHO,KUZE STREET 2: MINAMI-KU,KYOTO CITY: JAPAN STATE: M0 ZIP: 601-8205 BUSINESS PHONE: 81759221111 MAIL ADDRESS: STREET 1: 338 TONOSHIRO-CHO,KUZE STREET 2: MINAMI-KU,KYOTO CITY: JAPAN STATE: M0 ZIP: 601-8205 20-F/A 1 f20071130nidec20fa20073.htm FORM 20-F/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No.1)

o 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2007

OR

o 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-5238

Nihon Densan Kabushiki Kaisha

(Exact name of registrant as specified in its charter)

NIDEC CORPORATION

(Translation of Registrant’s name into English)

Japan

338 Kuzetonoshiro-cho,
Minami-ku, Kyoto 601-8205 Japan

(Jurisdiction of incorporation or organization)

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange On Which Registered

  

Common Stock*

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31,  2007, 144,735,526 shares of common stock were outstanding, including 8,125,004 shares represented by 32,500,016 American Depositary Shares .

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x   No o

If this report is an annual transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o   No x

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b 2 of the Exchange Act. (Check One):

Large accelerated filer  x   Accelerated filer  o    Non-accelerated filer  o

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17  o   Item 18x

If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x

 

*

Not for trading, but only in connection with the listing of the American Depositary Shares, each representing one-fourth of one share of Common Stock.





Explanatory Note


Nidec Corporation hereby amends its annual report on Form 20-F for the year ended March 31, 2007 filed with the Securities and Exchange Commission on July 27, 2007, for the purpose of correcting the certifications of its Chief Executive and Chief Financial Officers which were included as Exhibits 12.1 and 12.2 thereto.  The corrected certifications, which are included as Exhibits 12.1 and 12.2 to this amendment, include paragraphs 1, 2, 4 and 5 as per the comment of the staff of the Securities and Exchange Commission which directed the filing of this amendment.






2





PART III


Item 19. Exhibits.


Exhibit Number

Description

12.1

Certification of the Chief Executive Officer required by Rule 13a-14(a)*

12.2

Certification of the Chief Financial Officer required by Rule 13a-14(a)*

____________

*       Paragragh 3 of the certification is not included as per the comment of the staff of the Securities and Exchange Commission.






3





SIGNATURES



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



      NIDEC CORPORATION  
         
      By:    /s/ Shigenobu Nagamori      
      Name: Shigenobu Nagamori  
      Title: President, Chief Executive Officer and
 Representative Director
 
Date:  November 30, 2007        




EX-12 2 exhibit121.htm Exhibit 12.1



Exhibit 12.1


CERTIFICATION


I, Shigenobu Nagamori, certify that:


1.  I have reviewed this annual report on Form 20-F of Nidec Corporation;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  [omitted as per the comment of the staff of the Securities and Exchange Commission];


4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date:  November 30, 2007


      
     /s/ Shigenobu Nagamori      
  Shigenobu Nagamori  
  President, Chief Executive Officer and
 Representative Director
 





EX-12 3 exhibit122.htm Exhibit 12.2



Exhibit 12.2


CERTIFICATION


I, Yasunobu Toriyama, certify that:


1.  I have reviewed this annual report on Form 20-F of Nidec Corporation;


2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.  [omitted as per the comment of the staff of the Securities and Exchange Commission];


4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.


Date: November 30, 2007

     
       /s/ Yasunobu Toriyama             
  Yasunobu Toriyama  
  Executive Vice President,
Chief Financial
and Accounting Officer and Director
 





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