6-K 1 r6k040628.txt NOTICE OF RESOLUTION AT THE 104TH ORDINARY GENERAL MEETING OF SHAREHOLDERS FORM 6-K 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 June, 2004 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-__ ) -------------------------------------------------------------------------------- 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 June 28, 2004 -------------------------------------------------------------------------------- (TRANSLATION) June 25, 2004 NOTICE OF RESOLUTION AT THE 104TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholder, Ricoh Company, Ltd. hereby informs you of the reports submitted and resolutions reached at its 104th ordinary general meeting of shareholders. Yours faithfully, Masamitsu Sakurai, President Ricoh Company, Ltd. 3-6 Nakamagome 1-chome, Ohta-ku, Tokyo REPORTED ITEMS Management reported on the Balance Sheets as of March 31, 2004, the Statements of Income and the Business Report for the fiscal year ended March 31, 2004 (April 1, 2003 to March 31, 2004). RESOLVED ITEMS Agenda 1: Approval of the proposed appropriation of retained earnings for the fiscal year (ended March 31, 2004) - Approved as proposed. Agenda 2: Partial amendment to the Articles of Incorporation - Approved as proposed. The details of amendment are as follows. (Underlined portions indicate the changes.) ------------------------------------------------------------------------------ Previous Articles of Incorporation New Articles of Incorporation ------------------------------------------------------------------------------ Chapter 2 Shares Chapter 2 Shares (Purchase of Treasury Stocks) ----------------------------- (Newly established) Article 6 The Company may ------------------------- purchase the shares of its own ------------------------------ stocks by a resolution of the ----------------------------- Board of Directors pursuant to ------------------------------ Paragraphs 1, Item 2 of Article ------------------------------- 211-3 of the Commercial Code. ----------------------------- Article 6 through 33 Article 7 through 34 - -- - -- (Provisions omitted) (Unchanged) ------------------------------------------------------------------------------ Agenda 3: Election of fourteen (14) directors - Approved as proposed, with the reappointment of Masamitsu Sakurai, Tatsuo Hirakawa, Koichi Endo, Masayuki Matsumoto, Katsumi Yoshida, Makoto Hashimoto, Kiyoshi Sakai, Shiro Kondoh, Kazuo Togashi, Kazunori Azuma and Nobuo Mii, as well as the new appointment of Takashi Nakamura, Yuji Inoue and Zenji Miura. - 1 - Agenda 4: Election of three (3) corporate auditors - Approved as proposed, with the reappointment of Hisaaki Koga and Takehiko Wada, as well as the new appointment of Koji Tomizawa. Agenda 5: Granting of retirement allowances to retiring directors - Approved as proposed, with the resolution to disburse retirement allowances in appropriate amounts within the set limits according to the standards prescribed by the Company and the past practice, to the retiring directors, Masami Takeiri, Naoto Shibata, Hiroshi Hamada, Haruo Kamimoto and Josei Itoh, in recognition of their services. The details such as amount, timing and manner of payment is to be decided by the Board of Directors. * This notice has been translated from the original notice in Japanese. In the event of any discrepancy, the original notice in Japanese shall prevail. - 2 - APPENDIX - ELECTION OF REPRESENTATIVE AND MANAGING DIRECTORS By resolution of the Board of Directors held after the conclusion of the general meeting of shareholders, the representative and managing directors were elected and commenced their tenures. The Company's directors as of June 25, 2004 are as follows: President and Representative Director: Masamitsu Sakurai Deputy President and Representative Director: Tatsuo Hirakawa Executive Managing Director: Koichi Endo Executive Managing Director: Masayuki Matsumoto Executive Managing Director: Katsumi Yoshida Managing Director: Makoto Hashimoto Managing Director: Kiyoshi Sakai Managing Director: Takashi Nakamura Managing Director: Shiro Kondoh Managing Director: Kazuo Togashi Managing Director: Kazunori Azuma Managing Director: Yuji Inoue Managing Director: Zenji Miura Outside Director: Nobuo Mii - ELECTION OF STANDING CORPORATE AUDITORS By mutual election of the Corporate Auditors after the conclusion of the general meeting of shareholders, the standing corporate auditors were elected and commenced their tenures. The Company's corporate auditors as of June 25, 2004 are as follows: Standing Corporate Auditor: Hisaaki Koga Standing Corporate Auditor: Hideyuki Takamatsu Standing Corporate Auditor: Koji Tomizawa Corporate Auditor: Kenji Matsuishi Corporate Auditor: Takehiko Wada Note: Corporate Auditors Kenji Matsuishi and Takehiko Wada are outside corporate auditors as stipulated in Article 18, Paragraph 1 of the Law for Special Exceptions to the Commercial Code concerning Audit, etc. of Kabushiki Kaisha. PAYMENT OF DIVIDENDS It was resolved at the meeting to pay a dividend of Yen 10 per share (Yen 18 for the full fiscal year). Please review the enclosed postal remittance notification form to receive the dividend payment. If you specify a bank transfer, we will send you a dividend account statement and a remittance form. - 3 -