F-6EF 1 e605336_f6ef-tdk.txt As filed with the Securities and Exchange Commission on April 27, 2009 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS -------------- TDK KABUSHIKI KAISHA (Exact name of issuer of deposited securities as specified in its charter) -------------- TDK CORPORATION (Translation of issuer's name into English) -------------- JAPAN (Jurisdiction of incorporation or organization of issuer) -------------------------- CITIBANK, N.A. (Exact name of depositary as specified in its charter) -------------- 399 Park Avenue New York, New York 10022 (212) 816-6690 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices) -------------- TDK U.S.A. Corporation 901 Franklin Avenue Garden City, New York 11530 (516) 535-2600 (Address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: Christopher A. Van Tuyl, Esq. Herman H. Raspe, Esq. Squire, Sanders & Dempsey L.L.P. Patterson Belknap Webb & Tyler LLP Two Renaissance Square 1133 Avenue of the Americas 40 North Central, Suite 2700 New York, New York 10036 Phoenix, Arizona 85004 (212) 336-2301 (602) 528-4000 -------------------------- It is proposed that this filing become effective under Rule 466: |X| immediately upon filing. |_| on (Date) at (Time). If a separate registration statement has been filed to register the deposited shares, check the following box : |_| -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------- Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered Aggregate Price Aggregate Offering Registration Fee Per Unit* Price** ------------------------------------------------------------------------------------------------------------------------- American Depositary Shares, each 50,000,000 ADSs $5.00 $2,500,000 $139.50 representing one (1) common stock of TDK Corporation -------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares. ** Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares. This Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. ii PART I INFORMATION REQUIRED IN PROSPECTUS Cross Reference Sheet Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- 1. Name of Depositary and address of its principal executive Face of Receipt - Introductory Article. office 2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center. Terms of Deposit: (i) The amount of deposited securities represented by Face of Receipt - Upper right corner. one American Depositary Share (ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraphs (16) securities and (17). (iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (14). (iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph (13); soliciting material Reverse of Receipt - Paragraphs (16) and (17). (v) The sale or exercise of rights Reverse of Receipt - Paragraphs (14) and (16).
I-1
Location in Form of American Depositary Receipt ("Receipt") Item Number and Caption Filed Herewith as Prospectus ----------------------- ---------------------------- (vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs (3) and (6); dividends, splits or plans of reorganization Reverse of Receipt - Paragraphs (14) and (18). (vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no agreement provision for extensions). (viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph (13). transfer books of the Depositary and the list of holders of Receipts (ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs (2), (3), (4), (6), the underlying securities (7), (9) and (10). (x) Limitation upon the liability of the Depositary Face of Receipt - Paragraph (7); Reverse of Receipt - Paragraphs (19) and (20). (xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (10). indirectly on holders of Receipts Item 2. AVAILABLE INFORMATION Face of Receipt - Paragraph (13).
TDK Corporation has been subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and has filed certain reports with, and submitted certain information to, the United States Securities and Exchange Commission (the "Commission"), which reports can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the Commission, which has suspended the Company's duty under the Exchange Act to file or submit the reports required under Sections 13(a) or 15(d) of the Exchange Act. Upon the effectiveness of Form 15F, the Company's duty to file or submit reports under Sections 13(a) or 15(d) of the Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1), the Company is exempt from the reporting obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) the Company intends to publish English translations of the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website or through an electronic information delivery system generally available to the public in the Company's primary trading market. The Company has specified in Form 15F the internet website or the electronic information delivery system on which it intends to publish such information. The information so published by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F is not declared effective, the Company will again be subject to the I-2 periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission. I-3 PROSPECTUS The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference. I-4 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. EXHIBITS (a)(i) Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement, by and among TDK Corporation (TDK Kabushiki Kaisha) (the "Company"), Citibank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares. -- Filed herewith as Exhibit (a)(i). (a)(ii) Letter Agreement, dated as of November 16, 2007, by and between the Company and the Depositary.-- Filed herewith as Exhibit (a)(ii). (a)(iii) Second Amended and Restated Deposit Agreement, dated as of August 1, 2002, by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. -- Filed herewith as Exhibit (a)(iii). (b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary shares registered under Registration Statement on Form F-6 or the custody of the deposited securities represented thereby. - None. (c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.-- None. (d) Opinion of Counsel for the Depositary, as to the legality of the securities to be registered. - Filed herewith as Exhibit (d). (e) Certificate under Rule 466 - Filed herewith as Exhibit (e). (f) Powers of Attorney for certain officers and directors and the authorized representative of the Company.-- Set forth on signature pages hereto. II-1 Item 4. UNDERTAKINGS (a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. (b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, dated as of August 1, 2002, as amended by Letter Agreement, dated as of November 16, 2007, as proposed to be amended by the Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement, by and among TDK Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27th day of April, 2009. Legal entity created by Second Amended and Restated Deposit Agreement, dated as of August 1, 2002, as amended by Letter Agreement, dated as of November 16, 2007, as proposed to be amended by the Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement. CITIBANK, N.A., solely in its capacity as Depositary By: /s/ Thomas Crane ---------------------------------------- Name: Thomas Crane Title: Director II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TDK Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Japan on the 27th day of April, 2009. TDK CORPORATION By: /s/ Hajime Sawabe -------------------------------------- Name: Hajime Sawabe Title: CEO and Representative Director II-4 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hajime Sawabe to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 27, 2009. Signature Title --------- ----- /s/ Hajime Sawabe ----------------------- Hajime Sawabe Chief Executive Officer and Representative Director /s/ Takehiro Kamigama ----------------------- Takehiro Kamigama Chief Operating Officer and Representative Director /s/ Seiji Enami ----------------------- Seiji Enami Chief Financial Officer and Director (principal accounting officer) ----------------------- Shinji Yoko Director /s/ Yasuhiro Hagihara ----------------------- Yasuhiro Hagihara Director II-5 Signature Title --------- ----- ----------------------- Minoru Takahashi Director /s/ Kenichi Mori ----------------------- Kenichi Mori Director /s/ Francis J. Sweeney ----------------------- Francis J. Sweeney Authorized Representative in the United States President and Chief Executive Officer of TDK U.S.A. Corporation II-6 Index to Exhibits Sequentially Exhibit Document Numbered Page ------- -------- ------------- (a)(i) Form of Amendment No. 1 to Second Amended and Restated Deposit Agreement (a)(ii) Letter Agreement, dated as of November 16, 2007 (a)(iii) Second Amended and Restated Deposit Agreement, dated as of August 1, 2002 (d) Opinion of counsel (e) Rule 466 Certificate