Ikuo Fukuchi, Head of Legal
TDK Corporation
Shibaura Renasite Tower
3-9-1 Shibaura, Minato-ku
Tokyo 108-0023, Japan
81-3-6852-7101
|
Ken Siegel, Esq.
Ivan Smallwood, Esq.
Morrison & Foerster LLP
1-5-1 Marunouchi, Chiyoda-ku
Tokyo 100-6529, Japan
81-3-3214-6522
|
CUSIP No.
|
45245A107
|
1.
|
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
TDK CORPORATION/98-0208363
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a) o
|
|||||||
(b) o
|
|||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
|
||||||
OO
|
|||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
||||||
Not applicable.
|
|||||||
6.
|
Citizenship or Place of Organization
|
||||||
Japan
|
|||||||
7.
|
Sole Voting Power
|
||||||
4,812,390 shares
|
|||||||
Number of
|
8.
|
Shared Voting Power
|
|||||
Shares
|
|||||||
Beneficially
|
2,778,374 shares
|
||||||
Owned by Each
|
|||||||
Reporting
|
9.
|
Sole Dispositive Power
|
|||||
Person With
|
|||||||
|
4,812,390 shares
|
||||||
|
10.
|
Shared Dispositive Power
|
|||||
2,778,374 shares
|
|||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||||
7,590,764 shares
|
|||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||||||
Not applicable.
|
|||||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||||
18.2%
|
|||||||
14.
|
Type of Reporting Person (See Instructions)
|
||||||
CO |
CUSIP No.
|
45245A107
|
1.
|
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
TDK U.S.A. CORPORATION/95-3304247
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a) o
|
|||||||
(b) o
|
|||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
|
||||||
OO | |||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
||||||
Not applicable.
|
|||||||
6.
|
Citizenship or Place of Organization
|
||||||
New York, USA | |||||||
7.
|
Sole Voting Power
|
||||||
|
0 shares
|
||||||
Number of
|
8.
|
Shared Voting Power
|
|||||
Shares
|
|||||||
Beneficially
|
660,946 shares
|
||||||
Owned by Each
|
|||||||
Reporting
|
9.
|
Sole Dispositive Power
|
|||||
Person With
|
|||||||
|
0 shares
|
||||||
|
10.
|
Shared Dispositive Power
|
|||||
660,946 shares
|
|||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||||
7,590,764 shares
|
|||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||||||
Not applicable. | |||||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||||
18.2%
|
|||||||
14.
|
Type of Reporting Person (See Instructions)
|
||||||
CO |
CUSIP No.
|
45245A107
|
1.
|
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
TDK EUROPE S.A./00-0000000
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a) o
|
|||||||
(b) o
|
|||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
|
||||||
OO | |||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
||||||
Not applicable.
|
|||||||
6.
|
Citizenship or Place of Organization
|
||||||
LUXEMBOURG
|
|||||||
7.
|
Sole Voting Power
|
||||||
0 shares
|
|||||||
Number of
|
8.
|
Shared Voting Power
|
|||||
Shares
|
|||||||
Beneficially
|
1,941,167 shares
|
||||||
Owned by Each
|
|||||||
Reporting
|
9.
|
Sole Dispositive Power
|
|||||
Person With
|
|||||||
|
0 shares
|
||||||
|
10.
|
Shared Dispositive Power
|
|||||
1,941,167 shares
|
|||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||||
7,590,764 shares
|
|||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||||||
Not applicable.
|
|||||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||||
18.2%
|
|||||||
14.
|
Type of Reporting Person (See Instructions)
|
||||||
CO |
CUSIP No.
|
45245A107
|
1.
|
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
TDK HONGKONG COMPANY LIMITED/00-0000000
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a) o
|
|||||||
(b) o
|
|||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
|
||||||
OO | |||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
||||||
Not applicable.
|
|||||||
6.
|
Citizenship or Place of Organization
|
||||||
HONG KONG | |||||||
7.
|
Sole Voting Power
|
||||||
0 shares
|
|||||||
Number of
|
8.
|
Shared Voting Power
|
|||||
Shares
|
|||||||
Beneficially
|
63,757 shares
|
||||||
Owned by Each
|
|||||||
Reporting
|
9.
|
Sole Dispositive Power
|
|||||
Person With
|
|||||||
|
0 shares
|
||||||
|
10.
|
Shared Dispositive Power
|
|||||
63,757 shares
|
|||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||||
7,590,764 shares
|
|||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||||||
Not applicable. | |||||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||||
18.2%
|
|||||||
14.
|
Type of Reporting Person (See Instructions)
|
||||||
CO |
CUSIP No.
|
45245A107
|
1.
|
Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
TDK SINGAPORE (PRIVATE) LIMITED/00-0000000
|
||||||
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||||
(a) o
|
|||||||
(b) o
|
|||||||
3.
|
SEC Use Only
|
||||||
4.
|
Source of Funds (See Instructions)
|
||||||
OO | |||||||
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
||||||
Not applicable.
|
|||||||
6.
|
Citizenship or Place of Organization
|
||||||
SINGAPORE | |||||||
7.
|
Sole Voting Power
|
||||||
0 shares
|
|||||||
Number of
|
8.
|
Shared Voting Power
|
|||||
Shares
|
|||||||
Beneficially
|
112,504 shares
|
||||||
Owned by Each
|
|||||||
Reporting
|
9.
|
Sole Dispositive Power
|
|||||
Person With
|
|||||||
|
0 shares
|
||||||
|
10.
|
Shared Dispositive Power
|
|||||
112,504 shares
|
|||||||
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||||||
7,590,764 shares
|
|||||||
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
||||||
Not applicable. | |||||||
13.
|
Percent of Class Represented by Amount in Row (11)
|
||||||
18.2%
|
|||||||
14.
|
Type of Reporting Person (See Instructions)
|
||||||
CO |
|
Items 2(a) and (b) are hereby amended and restated in their entirety as follows:
|
|
(a)
|
Name of Persons Filing: TDK Corporation (“TDK”), TDK U.S.A. Corporation (“TUC”), TDK Europe S.A. (“TES”), TDK Hongkong Company Limited (“THK”), and TDK SINGAPORE (PRIVATE) LIMITED (“TSP”).
|
|
This Schedule 13D is being filed by (i) TUC by virtue of its ownership of 660,946 shares of Imation common stock, (ii) TES by virtue of its ownership of 1,941,167 shares of Imation common stock, (iii) TSP by virtue of its ownership of 112,504 shares of Imation common stock, (iv) THK by virtue of its ownership of all of the outstanding common stock of TSP and its ownership of 63,757 shares of Imation common stock, and (vii) TDK by virtue of its ownership of 4,812,390 shares of Imation common stock and its direct or indirect ownership of all of the outstanding common stock or other equity of the other Reporting Persons (TUC, TES, THK, TSP and TDK collectively, the “Reporting Persons” and each, a “Reporting Person”).
|
|
See Item 1 of each cover page.
|
|
(b)
|
Included in the attached Exhibit 99.A is information concerning the principal business office of each of the Reporting Persons. Exhibit 99.A is incorporated into and made a part of this Amendment.
|
|
4.
|
*** Agreement, dated as of September 28, 2015, by and between Imation Corp. and TDK Corporation.
|
***
|
Confidential portions of this document have been redacted and filed separately with the Securities and Exchange Commission.
|
|
Signature
|
By:
|
/s/ Takehiro Kamigama
|
||
Name:
|
Takehiro Kamigama
|
||
Title :
|
President & CEO
|
By:
|
/s/ Francis J. Sweeney Jr.
|
||
Name:
|
Francis J. Sweeney Jr.
|
||
Title:
|
President & CEO
|
By:
|
/s/ Tetsuji Yamanishi
|
||
Name:
|
Tetsuji Yamanishi
|
||
Title:
|
President
|
By:
|
/s/ Motoi Kumagai
|
||
Name:
|
Motoi Kumagai
|
||
Title:
|
President & CEO
|
By:
|
/s/ Kiyoshi Takimura
|
||
Name:
|
Kiyoshi Takimura
|
||
Title:
|
Managing Director
|
NAME (CITIZENSHIP, IF APPLICABLE)
|
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
|
Board of Directors
|
|
Takehiro Kamigama
|
Representative Director
|
Atsuo Kobayashi
|
Director
|
Hiroyuki Uemura
|
Director
|
Noboru Saito
|
Director
|
Makoto Sumita
|
Director
|
Kazumasa Yoshida
|
Director
|
Kazuhiko Ishimura
|
Director
|
Executive Officers
|
|
Takehiro Kamigama
|
President and Chief Executive Officer
|
Atsuo Kobayashi
|
Executive Vice President
|
Hiroyuki Uemura
|
Executive Vice President
|
Seiji Osaka
|
Senior Vice President
|
Shinya Yoshihara
|
Senior Vice President
|
Noboru Saito
|
Senior Vice President
|
Robin Zeng (China)
|
Senior Vice President
|
Joachim Zichlarz (Germany)
|
Senior Vice President
|
Shigenao Ishiguro
|
Senior Vice President
|
Takakazu Momozuka
|
Corporate Officer
|
Mitsuru Nagata
|
Corporate Officer
|
Joachim Thiele (Germany)
|
Corporate Officer
|
Keiichi Imamoto
|
Corporate Officer
|
Satoru Sueki
|
Corporate Officer
|
Christian Block (Germany)
|
Corporate Officer
|
Norbert Hess (Germany)
|
Corporate Officer
|
Michael Pocsatko (Germany and Brazil)
|
Corporate Officer
|
Hong Tian (U.S.A.)
|
Corporate Officer
|
Tetsuji Yamanishi
|
Corporate Officer
|
NAME (CITIZENSHIP, IF APPLICABLE)
|
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
|
Board of Directors
|
|
Francis J. Sweeney Jr.
|
Director
|
Jeffrey Williams
|
Director
|
Noboru Saito (Japan)
|
Director
|
Executive Officers
|
|
Francis J. Sweeney Jr.
|
President and Chief Executive Officer
|
Jeffrey Williams
|
Vice President, Secretary and General Counsel
|
Robert C. Carmody Jr.
|
Vice President
|
NAME (CITIZENSHIP, IF APPLICABLE)
|
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
|
Board of Directors
|
|
Tetsuji Yamanishi
|
Director
|
Takahiko Ono
|
Director
|
Executive Officers
|
|
Tetsuji Yamanishi
|
President
|
Takahiko Ono
|
Executive Vice President
|
NAME (CITIZENSHIP, IF APPLICABLE)
|
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
|
Board of Directors
|
|
Motoi Kumagai
|
Director
|
Masaaki Ito
|
Director
|
Yuya Watanabe
|
Director
|
Kazuyuki Sato
|
Director
|
Hidetoshi Shiokawa
|
Director
|
Yutaka Matsuura
|
Director
|
Executive Officers
|
|
Motoi Kumagai
|
President and Chief Executive Officer
|
NAME (CITIZENSHIP, IF APPLICABLE)
|
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT
|
Board of Directors
|
|
Kiyoshi Takimura
|
Managing Director
|
Toshiyuki Esaka
|
Director
|
Executive Officers
|
|
Kiyoshi Takimura
|
Managing Director
|
If to Imation USA:
|
c/o Imation Corp.
1 Imation Way
Oakdale, MN 55128
Attention: Barry L. Kasoff, interim President
Tel: 651-704-3006
Fax: 651-704-7845
|
|
with a copy to:
|
Otterbourg P.C.
230 Park Avenue
New York, NY 10169
Attention: Jonathan N. Helfat, Esq.
Tel: (212) 661-9100
Fax: (212) 682-6104
|
|
If to TDK:
|
TDK Corporation
Shibaura Renasite Tower
3-9-1 Shibaura, Minato-ku
Tokyo, Japan 108-0023
Attention: Ikuo Fukuchi, Head of Legal
Tel: 813-6852-7101
Fax: 813-6852-7110
|
IMATION CORP.
|
|||
By:
|
/s/ Barry L. Kasoff | ||
Name: | Barry L. Kasoff | ||
Title: | interim President |
TDK CORPORATION
|
|||
By:
|
/s/ Takehiro Kamigama | ||
Name: | Takehiro Kamigama | ||
Title: | President & CEO |
|
1.
|
Public announcement of entering into the Agreement and the arrangements contemplated thereunder
|
|
2.
|
Meeting with employees to notify them of the arrangements contemplated by the Agreement and the transitioning of business in the Japanese market by Imation
|
|
3.
|
Contact with key customers (September 29 and October 1, 2015) (via direct contact and letter distribution to all customers)
|
|
1.
|
Confirmation that Imation has delivered a draft of the [Transition Services Agreement] to its top 25 customers
|
|
2.
|
Confirmation of the receipt by Imation of non-cancellable purchase commitments for October, November and December, 2015 shipments
|
|
1.
|
Warranty Support: All customer and consumer warranty claims for Licensed Products will be honored and supported by Imation (in accordance with the Imation warranty policy currently in place) through June 30, 2017, as follows: (a) through December 31, 2015, the customer/consumer warranty service will be performed by Imation and (b) from January 1, 2016 through June 30, 2017, the customer/consumer warranty service will be performed by a third party provider at Imation’s sole cost and expense. Since flash cards have a 5 year consumer warranty, Imation will provide warranty replacement via a third party “fulfillment” service for defective flash cards until June 30, 2021 (in accordance with the Imation warranty policy currently in place) at Imation’s sole cost and expense.
|
|
2.
|
Access for the TDK consumer warranty is via tdk-media.jp. Technical support will also be provided by Imation through June 30, 2017. TDK Website,tdk-media.jp: TDK-media.jp, at TDK’s option, will remain “live” for a period of 18 months, through June 2017. The site will continue to provide consumer warranty claim information, phone number contact information (0120-81-0544) and access to owner’s manuals. Administration of the site through such date will be provided by Imation, and will be managed by Imation or a third party provider. A “Question/Answer” section will continue to be available for TDK products. All website content will be provided to TDK for approval.
|
|
3.
|
Published Consumer Warranty Period:
|
|
a.
|
USB Flash Drive and Cards: Subject to the limits to warranty support by Imation described above, USB Drives are covered under warranty for a period of one year from consumer purchase date and flash cards are covered under warranty for a period of five years from consumer purchase date
|
|
b.
|
Audio Speakers: Subject to the limits to warranty support by Imation described above, audio speakers are covered under warranty for a period of one year from consumer purchase date
|
|
c.
|
Headphones: Subject to the limits to warranty support by Imation described above, headphones are covered under warranty for a period of one year from consumer purchase date
|
|
1.
|
Contractual Obligations: All customer contractual obligations with ICJ, including obligations to customers who accept the Transition Services Agreement, will be honored by ICJ. Most customer contracts provide for supply agreements from 30 days to a maximum of 150 days. To the extent the terms of a supply agreement extent beyond December 31, 2015, ICJ will make every effort to reach exit agreements with those customers by December 31, 2015, including providing additional product supply to support customer requirements. (The assumption is that Askul accepts the Transition Services Agreement)
|
|
2.
|
Lead Time: Imation plans to announce the business transition plan at the end of September (September 21 or September 28), 2015. Imation will make every effort to notify all ICJ customers within 3 days after the public announcement via direct contact and customer letter and be provided a minimum of 90 days’ notice on the business exit
|
|
·
|
[Applicable Imation Entity] will continue to honor existing confirmed purchase orders consistent with their terms for goods which are to be shipped to you on or before December 31, 2015. In this regard, [Applicable Imation Entity] hereby offers an early payment discount regarding these orders [***].
|
|
·
|
[Applicable Imation Entity] will provide a [***] discount of [***]. Products sold pursuant to this incentive discount will not be subject to returns or credits unless the product is defective, in which case either substitute product or a refund of the discounted purchase price will be provided, at [Applicable Imation Entity]'s option. Any contemplated returns, with the exception of products that are defective or have quality issues, under previously shipped orders must occur prior to being able to participate in this payment incentive program.
|
|
·
|
The incentive purchase discount offer is being made on a first-come, first serve, basis and is subject to product availability and may be terminated by [Applicable Imation Entity] at its discretion.
|