6-K 1 r6k050628.txt NOTICE OF RESOLUTION AT THE 105TH 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, 2005 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 Corporate Senior Vice President General Manager of Personnel Division June 28, 2005 -------------------------------------------------------------------------------- (TRANSLATION) June 28, 2005 NOTICE OF RESOLUTION AT THE 105TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholder, Ricoh Company, Ltd. hereby informs you of the reports submitted and resolutions reached at its 105th ordinary general meeting of shareholders. Yours faithfully, Masamitsu Sakurai, Chairman of the Board and Representative Director, President and Chief Executive Officer Ricoh Company, Ltd. 3-6 Nakamagome 1-chome, Ohta-ku, Tokyo REPORTED ITEMS 1. The Business Report, Consolidated Balance Sheets and Consolidated Statements of Income as well as the results of auditing consolidated financial statements by accounting auditors and the Board of Corporate Auditors for the fiscal year ended March 31, 2005 (April 1, 2004 to March 31, 2005) 2. The Non-Consolidated Balance Sheets and Non-Consolidated Statements of Income for the fiscal year ended March 31, 2005, and the acquisition of treasury shares by resolution of the Board of Directors in accordance with the authorization provided in the Company's Articles of Incorporation. RESOLVED ITEMS Agenda 1: Approval of the proposed appropriation of retained earnings for the fiscal year - Approved as proposed. (Dividend is Yen 10 per share) Agenda 2: Partial amendment to the Articles of Incorporation - Approved as proposed. (For details of the amendment, please refer to pages 3-4.) Agenda 3: Election of one (1) director - Approved as proposed, with the new appointment of Takaaki Wakasugi. - 1 - Agenda 4: Granting of retirement allowances to retiring directors and a corporate auditor - 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 Makoto Hashimoto, Kiyoshi Sakai, Kazuo Togashi and Yuji Inoue, as well as retiring corporate auditor Hideyuki Takamatsu, in recognition of their services. The details such as amount, timing and manner of payment are to be decided by the Board of Directors regarding directors and to the consultation of corporate auditors regarding the corporate auditor. -------------------------------------------------------------------------------- PAYMENT OF DIVIDENDS It was resolved at the meeting to pay a dividend of Yen 10 per share (Yen 20 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. - 2 - DETAILS OF AMENDMENT TO THE ARTICLES OF INCORPORATION The details of the amendment are as follows:
(Underlined portions indicate the changes.) ----------------------------------------------------------------------------------------------------------- Previous Articles of Incorporation New Articles of Incorporation ----------------------------------------------------------------------------------------------------------- Chapter II. Shares Chapter II. Shares (Total Number of Shares to be Issued and Types of (Total Number of Shares to be Issued and Types of Share Certificates) Share Certificates) Article 5 Article 5 1. The total number of shares to be issued 1. The total number of shares to be by the Company is nine hundred and issued by the Company is one billion and ----------------- --------------- ninety-three million (993,000,000) shares. If five hundred million (1,500,000,000) ---------------------------------- ------------------------------------ any shares are cancelled, the number of shares shares. If any shares are cancelled, the so cancelled shall be deducted from the total number of shares so cancelled shall be number of shares to be issued. deducted from the total number of shares to be issued. 2. The types of share certificates to be 2. (Unchanged) issued by the Company shall be subject to the Share Handling Regulations established by the Board of Directors. Chapter III. General Meeting of Shareholders Chapter III. General Meeting of Shareholders (Calling of Meeting) (Calling of Meeting) Article 12 Article 12 1. The ordinary general meeting of shareholders 1. (Unchanged) shall be called in June each year and an extraordinary general meeting of shareholders shall be called as the necessity arises. 2. A general meeting of shareholders shall 2. A general meeting of shareholders be called by the President in accordance with shall be called by a Representative Director ------------- ------------------------- the resolution of the Board of Directors. previously appointed by the resolution of ------------------------------------------ the Board of Directors. ----------------------- 3. In the event that the President is 3. In the event that the Representative ------------ ------------------ unable to act, one of the other directors Director as appointed above is unable to shall call such meeting in the order --------------------------- determined in advance by resolution of the act, one of the other directors shall call Board of Directors. such meeting in the order determined in advance by resolution of the Board of Directors. (Chairman) (Chairman) Article 14 Article 14 The President shall preside over a general meeting A Representative Director previously appointed by ------------- ------------------------------------------------- of shareholders. In the event that the President is resolution of the Board of Directors shall preside ------------- ------------------------------------ unable to act, one of the other directors shall act over a general meeting of shareholders. In the event in his place in the order determined in advance by that the Representative Director is unable to act, resolution of the Board of Directors. --------------------------- one of the other directors shall act in his place in the order determined in advance by resolution of the Board of Directors. -----------------------------------------------------------------------------------------------------------
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----------------------------------------------------------------------------------------------------------- Previous Articles of Incorporation New Articles of Incorporation ----------------------------------------------------------------------------------------------------------- Chapter IV. Directors and Board of Directors Chapter IV. Directors and Board of Directors (Number) (Number) Article 17 Article 17 The Company shall have not more than thirty (30) The Company shall have not more than fifteen (15) ----------- ----------- directors. directors. (Directors with Specific Titles; Representative (Representative Directors) ------------------------------- Directors) Article 21 Article 21 1. One (1) Chairman, one (1) President, and (Deleted) ---------------------------------------- one (1) or more Executive Vice Presidents, ------------------------------------------ Executive Managing Directors and Managing ----------------------------------------- Directors may be appointed from among the ----------------------------------------- directors by resolution of the Board of --------------------------------------- Directors. ---------- 2. One (1) or more representative directors shall One (1) or more representative directors appointed be shall be appointed by resolution of the by resolution of the Board of Directors. Board of Directors. (Calling of Meetings of Board of Directors; (Calling of Meetings of Board of Directors; Chairman; Resolutions) Chairman; Resolutions) Article 22 Article 22 1. The Board of Directors shall decide 1. (Unchanged) important matters concerning the execution of business and affairs of the Company as well as such matters as are provided for in laws and ordinances. 2. A meeting of the Board of Directors shall be 2. A meeting of the Board of Directors shall be called and presided over by the Chairman. In called and presided over by a Director ------------- -- ---------- case the office of the Chairman is vacant or previously appointed by the Board of -------------------------------------------- ------------------------------------ in case the Chairman is unable to act, one Directors. In case the Director is unable to -------------------- ---------- -------------------- of the other directors shall act in his act, one of the other directors shall act in place in the order determined in advance by his place in the order determined in advance resolution of the Board of Directors. by resolution of the Board of Directors. 3. Notice of a meeting of the Board of Directors 3. (Unchanged) shall be dispatched to each director and each statutory auditor three (3) days before the date of the meeting; provided, however, that such meeting may be held without going through the procedure for calling if so agreed by all the directors and the statutory auditors. 4. Resolutions at a meeting of the Board of 4. (Unchanged) Directors shall be adopted by a majority of the directors present who shall constitute a majority of the total number 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. - 4 - APPENDIX 1. REPRESENTATIVE DIRECTORS AND DIRECTORS The Company's representative directors and directors as of June 28, 2005 are as follows: Chairman of the Board and Representative Director: Masamitsu Sakurai Representative Director: Tatsuo Hirakawa Director: Koichi Endo Director: Masayuki Matsumoto Director: Katsumi Yoshida Director: Takashi Nakamura Director: Shiroh Kondoh Director: Kazunori Azuma Director: Zenji Miura Director (Outside): Nobuo Mii Director (Outside): Takaaki Wakasugi 2. CORPORATE AUDITORS The Company's corporate auditors as of June 28, 2005 are as follows: Corporate Auditor (Standing): Hisaaki Koga Corporate Auditor (Standing): Kohji Tomizawa Corporate Auditor: Kenji Matsuishi Corporate Auditor: Takehiko Wada Note: Corporate auditors Kenji Matsuishi and Takehiko Wada are outside auditors in accordance with Article 18, Paragraph 1 of the Law for Special Exceptions to the Commercial Code concerning Audit, etc. of Kabushiki Kaisha. - 5 - (REFERENCE) The Company's executive officers as of June 28, 2005 are as follows: President and Chief Executive Officer Masamitsu Sakurai Deputy President Tatsuo Hirakawa Corporate Executive Vice Presidents Koichi Endo Masayuki Matsumoto Katsumi Yoshida Shiroh Kondoh Kazunori Azuma Zenji Miura Corporate Senior Vice Presidents Kiyoshi Sakai Kazuo Togashi Terumoto Nonaka Tadatoshi Sakamaki Etsuo Kobayashi Hiroshi Tategami Haruo Nakamura Kenji Hatanaka Hideko Kunii Hiroshi Kobayashi Susumu Ichioka Corporate Vice Presidents Kunio Taniguchi Kiyoto Nagasawa Yutaka Ebi Hiroo Matsuda Hiroshi Adachi Corporate Vice Presidents Kohji Sawa Yoshimasa Matsuura Sadahiro Arikawa Norio Tanaka Kenichi Kanemaru Daisuke Segawa Hisashi Takata Kenichi Matsubayashi Kunihiko Satoh (Group Executive Officers) Corporate Executive Vice Presidents Makoto Hashimoto Takashi Nakamura Corporate Senior Vice President Yuji Inoue Corporate Vice Presidents Peter E. Hart Bernard Decugis Yoichi Shirahata Hiroshi Tsuruga Norihisa Goto Shunsuke Nakanishi Shiroh Sasaki Mitsuhiko Ikuno Yoshihiro Niimura Michel De Bosschere Toshiaki Katayama - 6 -