-----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, LRXTsWMXxtdYkKFj4KysTbxs/9qfgVWpmISMb2CJrzu+R8cik3uu2CDXiPY3LvTg Ci14k21z7pt1nDyO4c0rPA== 0000317891-03-000024.txt : 20030703 0000317891-03-000024.hdr.sgml : 20030703 20030702210216 ACCESSION NUMBER: 0000317891-03-000024 CONFORMED SUBMISSION TYPE: 6-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030702 FILED AS OF DATE: 20030703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICOH CO LTD CENTRAL INDEX KEY: 0000317891 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-68279 FILM NUMBER: 03773567 BUSINESS ADDRESS: STREET 1: 15-5 1-CHOME MINAMI-AOYAMA STREET 2: MINATO-KU CITY: TOKYO 107-8544 JAPAN STATE: M0 ZIP: 00000 MAIL ADDRESS: STREET 1: 15-5 1-CHOME MINAMI-AOYAMA STREET 2: MINATO-KU CITY: TOKYO 107-8544 JAPAN STATE: M0 ZIP: 00000 6-K/A 1 r6kah1572.txt NOTICE OF 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS FORM 6-K/A Amendment No.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of July, 2003 Commission File Number 2 - 68279 RICOH COMPANY, LTD. ----------------------------------------------- (Translation of Registrant's name into English) 15-5, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, Japan ------------------------------------------------------------- (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover 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): __ ) (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): __ ) (Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-__ ) On June 27, 2003, Ricoh Company, Ltd. (the "Company") filed a report of foreign private issuer on Form 6-K with the Securities and Exchange Commission regarding the report submitted and resolutions reached at its 103rd ordinary general meeting of shareholders. The Company is filing this Form 6-K/A in order to include the cover page and the signature page to the June 27, 2003 Form 6-K filing. These two pages were inadvertently omitted from the June 27, 2003 Form 6-K filing through EDGAR. No other changes have been made to the June 27, 2003 Form 6-K filing. - -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Ricoh Company, Ltd. ------------------------------ (Registrant) By: /S/ Etsuo Kobayashi ------------------------------ Etsuo Kobayashi Executive Vice President General Manager of Personnel Division July 2, 2003 - -------------------------------------------------------------------------------- |June 26, 2003 NOTICE OF 103RD ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholder, Ricoh Company, Ltd., hereby informs you of the report submitted and resolutions reached at its 103rd ordinary general meeting of shareholders. REPORT Management reported on the balance sheets as of March 31, 2003, the statements of income for the year ended March 31, 2003, and the business report. Please refer to the appended report on operations. RESOLUTIONS Agenda 1: Approval of the proposed appropriation of retained earnings for fiscal 2003--Approved as proposed. Agenda 2: Acquisition of treasury stock--Approved as proposed. Agenda 3: Partial change to Articles of Incorporation--Approved as proposed. (See the following pages for details of the changes) Agenda 4: Election of three (3) directors--Approved as proposed, with the election of Shiroh Kondoh, Kazuo Togashi, and Kazunori Azuma. Agenda 5: Election of two (2) Corporate Auditors--Approved as proposed, with the election of Hideyuki Takamatsu and Kenji Matsuishi. PAYMENT OF DIVIDENDS It was resolved at the meeting to pay dividends of Yen 7 per share (Yen 14 for the full fiscal year). Please inspect the enclosed postal remittance notification form. If you specified a bank transfer, we will send you a dividend account form and a remittance form. Masamitsu Sakurai, President Ricoh Company, Ltd. 3-6, Nakamagome 1-chome, Ohta-ku, Tokyo 1 Details of proposed revisions Proposed revisions to the Articles of Incorporation are as underlined below:
- --------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - --------------------------------------------------------------------------------------------------------------------- (Purpose) (Purpose) Article 3 The Company aims to engage in the Article 3 The Company aims to engage in the following businesses. following businesses. Provisions 1. to 7. omitted. Provisions 1. to 7. (unchanged) 8....all operations that are supplementary or related 8....direct marketing through the Internet, facsimile, - ----------------------------------------------------- to the above. and telephone, etc. ------------------ 9. all operations that are supplementary or related to - the above. - --------------------------------------------------------------------------------------------------------------------- (Total number of shares to be issued; types of share (Total number of shares to be issued; types of share certificates) certificates) Article 5 The total number of shares to be Article 5 issued by the Company is one billion 1. The total number of shares to be issued ------------ (1,000,000,000). If some shares are by the Company is nine hundred and -------------- ---------------- cancelled, the number of shares ninety-three million (993,000,000). If --------------------------------- cancelled shall be deducted from the some shares are cancelled, the number of total number of shares issued. The shares cancelled shall be deducted types of share certificates to be issued from the total number of shares issued. by the Company shall be decided in 2. The types of share certificates to be accordance with Share Handling issued by the Company shall be decided Regulations to be established by the in accordance with Share Handling Board of Directors. Regulations to be established by the Board of Directors. - --------------------------------------------------------------------------------------------------------------------- (Number of shares per unit (tan-i)) (Number of shares per unit (tan-gen) Article 6 The number of shares per unit Article 6 (tan-gen) of the Company shall be one 1. The number of shares per unit (tan-gen) thousand (1,000). of the Company shall be one thousand The Company shall not issue securities (1,000). in amounts less than one unit, although 2. The Company shall not issue securities the Share Handling Regulations will not in amounts less than one unit, although necessarily stipulate this. the Share Handling Regulations will not necessarily stipulate this. - --------------------------------------------------------------------------------------------------------------------- (New) (Increased purchases of shares in less than one unit) ---------------------------------------------------- Article 7 Under the Share Handling -------------------------------------- Regulations, the Company can demand ----------------------------------- that shareholders, (including de facto -------------------------------------- shareholders, the same applies ------------------------------ hereinafter) with stakes of less than ------------------------------------- one unit in the Company sell their ---------------------------------- holdings to transform holdings less ----------------------------------- than one unit into one unit. --------------------------- - ---------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------- (Transfer agent) (Transfer agent) Article 7 The Company shall have a transfer agent Article 8 - - for the handling of its shares. 1. The Company shall have a transfer The transfer agent and its place of agent for the handling of its business shall be decided by resolution shares. of the Board of Directors and announced 2. The transfer agent and its place publicly. of business shall be decided by The list of the Company's shareholders resolution of the Board of (includes the list of de facto Directors and announced publicly. shareholders; the same applies 3. The list of the Company's hereinafter) shall be kept at the place shareholders (includes the list of business of the transfer agent. The of de facto shareholders; the transfer agent shall be made to handle all same applies hereinafter) and --- the businesses relating to the Company's stock lapse register shall be -------------------- shares, such as the transfer of shares and kept at the place of business of the purchase of quantities of less than the transfer agent. The transfer one unit (tan-gen) of shares: the agent shall be made to handle all Company shall not involve itself in any the businesses relating to the of the said businesses. Company's shares, such as the transfer of shares and the purchase or increased purchase of --------------------- quantities of less than one unit (tan-gen) of shares: the Company shall not involve itself in any of the said businesses. - ------------------------------------------------------------------------------------------------------------------- (Share Handling Regulations) (Share Handling Regulations) Article 8 The transfer of shares, the purchase of Article 9 The transfer of shares, lapsed share - - ------------ quantities of less than one unit (tan-gen) registration procedures, the purchase ----------------------- of shares, and any other businesses or increased purchase of quantities of --------------------- relating to the Company's shares shall be less than one unit (tan-gen) of shares, handled in accordance with Share and any other businesses relating to Handling Regulations to be established the Company's shares shall be by the Board of Directors. handled in accordance with Share Handling Regulations to be established by the Board of Directors. - -------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------- (Basic date) (Basic date) Article 9 In each accounting period, the Company Article 10 - -- shall deem the shareholders that are 1. In each accounting period, the registered or recorded in the final list of Company shall deem the shareholders shareholders (includes de facto that are registered or recorded in the shareholders; the same applies final list of shareholders (includes de hereinafter) to be the shareholders that facto shareholders; the same applies can exercise their rights at the ordinary hereinafter) to be the shareholders that general meeting of shareholders for the can exercise their rights at the accounting period. ordinary general meeting of Notwithstanding the preceding shareholders for the accounting paragraph, the Board of Directors may, if period. necessary, resolve to deem the 2. Notwithstanding the preceding shareholders or pledgees that are paragraph, the Board of Directors registered or announced previously to be may, if necessary, resolve to deem the the shareholders or recorded in the list of shareholders or pledgees that are shareholders as of a specific date set and registered or announced previously to announced previously to be the be the shareholders or recorded in the shareholders or pledgees that can list of shareholders as of a specific exercise their rights. date set and announced previously to be the shareholders or pledgees that can exercise their rights. - ------------------------------------------------------------------------------------------------------------------- (Shareholders' Meeting) (Shareholders' Meeting) Article 10 Regular general meetings of shareholders Article 11 -- -- shall be held in June every year, while 1. Regular general meetings of extraordinary shareholder meetings shall shareholders shall be held in June be held as required. The president shall every year, while extraordinary convene the annual general meeting of shareholder meetings shall be held as shareholders in line with a resolution of required. the Board of Directors. If the president 2. The president shall convene the suffers an accident, other directors will annual general meeting of convene the gathering in a previously shareholders in line with a resolution determined rank. of the Board of Directors. 3. If the president suffers an accident, other directors will convene the gathering in a previously determined rank. - ------------------------------------------------------------------------------------------------------------------- (Exercise of voting rights by proxy) (Exercise of voting rights by proxy) Article 11 Any of the shareholders may exercise his Article 12 -- -- voting rights by means of a proxy who is 1. Any of the shareholders may also a shareholder of the Company. The exercise his voting rights by means of said shareholder or proxy must submit a a proxy who is also a shareholder of power of attorney to vote to the the Company. Company. 2. The said shareholder or proxy must submit a power of attorney to vote to the Company. - ------------------------------------------------------------------------------------------------------------------- Article 12 Article 13 -- -- -- Provisions omitted -- (Unchanged) ------------------------ - -------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------- Article 13 Method of resolutions Article 14 Method of resolutions -- -- Resolutions of the general meeting of 1. Resolutions of the general shareholders shall, except where meeting of shareholders shall, except where otherwise provided by law or in the otherwise provided by law or in the Articles of Incorporation, require a Articles of Incorporation, require a simple majority of shareholders attending simple majority of shareholders to pass. attending to pass. (New) 2. Under the special resolutions ----------------------------- determined under Article 343 of the ----------------------------------- Commercial Code, annual general ------------------------------- meetings of shareholders shall require -------------------------------------- the attendance of shareholders ------------------------------ representing one-third of voting rights --------------------------------------- for a quorum and representing at least --------------------------------- two-thirds to vote on resolutions. ----------------------------------- - ------------------------------------------------------------------------------------------------------------------- Articles 14 and 15 Articles 15 and 16 -- -- --- -- -- Provisions omitted -- (Unchanged) - ------------------------------------------------------------------------------------------------------------------- (Election of directors) (Election of directors) Article 16 Directors shall be elected at a general Article 17 -- -- meeting of shareholders. Resolution for 1. Directors shall be elected at a general the election mentioned above shall be meeting of shareholders. adopted by a majority vote of the 2. Resolution for the election mentioned shareholders present at the meeting who above shall be adopted by a majority hold voting rights representing not less vote of the shareholders present at the than one-third of the voting rights of all meeting who hold voting rights shareholders. Cumulative voting shall not representing not less than one-third of be used in the election of directors. the voting rights of all shareholders. 3. Cumulative voting shall not be used in the election of directors. - ------------------------------------------------------------------------------------------------------------------- Articles 17 and 18 Articles 18 and 19 -- -- -- -- -- Provisions omitted -- (Unchanged) - -------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------- (Directors with roles and representative directors) (Directors with roles and representative Article 19 Upon a resolution, the Board of directors) -- Directors can appoint from among its Article 20 -- number one chairman, one president, 1. Upon a resolution, the Board of vice presidents, senior managing Directors can appoint from among its directors, and managing directors. Upon number one chairman, one president, a resolution, the Board of Directors shall vice presidents, senior managing choose the representative directors. directors, and managing directors. 2. Upon a resolution, the Board of Directors shall choose the representative directors. - ------------------------------------------------------------------------------------------------------------------- (Convening meetings of the board of directors, (Convening meetings of the board of directors, chairman of the board, and resolutions) chairman of the board, and resolutions) Article 20 Except where otherwise determined Article 21 -- -- under the law, the board of directors 1. Except where otherwise determined shall make resolutions on material under the law, the board of directors matters related to the execution of shall make resolutions on material operations. The chairman shall convene matters related to the execution of and chair board gatherings. If the operations. chairman is absent or has suffered an 2. The chairman shall convene and chair accident, other directors will chair the board gatherings. If the chairman is gathering according to a previously absent or has suffered an accident, determined rank. Notification of a board other directors will chair the gathering meeting to directors and auditors shall be according to a previously determined three days prior to such a gathering. rank. However, where all directors and 3. Notification of a board meeting to auditors otherwise agree the procedures directors and auditors shall be three for convening such meeting can be days prior to such a gathering. waived. Board resolutions shall require However, where all directors and the attendance of half the number of auditors otherwise agree the board members and a simple majority of procedures for convening such the votes of those attending. meeting can be waived. 4. Board resolutions shall require the attendance of half the number of board members and a simple majority of the votes of those attending. - ------------------------------------------------------------------------------------------------------------------- Articles 21 and 22 Articles 22 and 23 -- -- -- -- -- Provisions omitted -- (Unchanged) - ------------------------------------------------------------------------------------------------------------------- (Election of auditors) (Election of auditors) Article 23 Auditors shall be elected at a general Article 24 -- -- meeting of shareholders. 1. Auditors shall be elected at a general Resolution for the election mentioned meeting of shareholders. above shall be adopted by a majority 2. Resolution for the election mentioned vote of the shareholders present at the above shall be adopted by a majority meeting who hold voting rights vote of the shareholders present at the representing not less than one-third of meeting who hold voting rights the voting rights of all shareholders. representing not less than one-third of the voting rights of all shareholders. - -------------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------------- PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION - ------------------------------------------------------------------------------------------------------------------- (Meetings and resolutions of auditors) (Meetings and resolutions of auditors) Article 24 Auditors shall be appointed for three Article 25 Auditors shall be appointed for four -- ----- -- ---- years until the date of annual general years until the date of annual general meeting of shareholders in their final meeting of shareholders in their final year. However, the term for auditors year. However, the term for auditors chosen on a supplementary basis shall be chosen on a supplementary basis shall until the end of the term of the auditors be until the end of the term of the that they have replaced. auditors that they have replaced. - ------------------------------------------------------------------------------------------------------------------- Article 25 Article 26 -- -- -- Provisions omitted -- (Unchanged) - ------------------------------------------------------------------------------------------------------------------- (Convening meetings of auditors and resolutions) (Convening meetings of auditors and resolutions) Article 26 Except where otherwise determined Article 27 -- -- under the law, auditors shall make 1. Except where otherwise determined resolutions on matters related to auditing under the law, auditors shall make policies, operations, and techniques for resolutions on matters related to assessing the Company's financial assets, auditing policies, operations, and as well as other areas related to the work techniques for assessing the of auditors. The board of auditors shall Company's financial assets, as well as convene gatherings of auditors. other areas related to the work of Notification of an auditor meeting to auditors. auditors shall be three days prior to such 2. The board of auditors shall convene a gathering. However, where all auditors gatherings of auditors. otherwise agree the procedures for 3. Notification of an auditor meeting to convening such meeting can be waived. auditors shall be three days prior to Unless otherwise determined under law, such a gathering. However, where all resolutions shall require the vote of half auditors otherwise agree the the number of auditors. procedures for convening such meeting can be waived. 4. Unless otherwise determined under law, resolutions shall require the vote of half the number of auditors. - ------------------------------------------------------------------------------------------------------------------- Articles 27 to 32 Articles 28 to 33 ----------------- ----------------- -- Provisions omitted -- (Unchanged) - ------------------------------------------------------------------------------------------------------------------- (Dividend calculation date) This article shall be deleted. Article 33 Upon a request for the conversion of -- ------------------------------------ convertible bonds, earnings dividends ------------------------------------- and interim dividends shall be paid from ---------------------------------------- October 1 through March 31 of the --------------------------------- following year for shareholders of record ----------------------------------------- as of April 1 through September 30. The --------------------------------------- conversion shall be deemed that of the -------------------------------------- date in which the conversion was -------------------------------- requested. --------- - -------------------------------------------------------------------------------------------------------------------
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