6-K 1 cb2.txt ANNOUNCEMENT ON ISSUANCE OF CB2 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 November 2006 Commission File Number 2 - 68279 RICOH COMPANY, LTD. ----------------------------------------------- (Translation of Registrant's name into English) 13-1, Ginza 8-Chome, Chuo-ku, Tokyo 104-8222, 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/ Zenji Miura ------------------------------ Zenji Miura Director, Chief Financial Officer Corporate Executive Vice President November 21, 2006 November 21, 2006 RICOH COMPANY, LTD. PR DEPARTMENT Masakuni Kutsuwada, General Manager +81-3-6278-5228 koho@ricoh.co.jp ANNOUNCEMENT OF DETERMINATION OF THE TERMS OF ISSUANCE, ETC., OF THE EURO YEN ZERO COUPON CONVERTIBLE BONDS DUE 2011 Ricoh Company, Ltd. (hereinafter referred to as "Ricoh") hereby notifies you of the following determination of the terms of issuance, etc., in addition to those terms that were already determined, of the Euro Yen Zero Coupon Convertible Bonds due 2011 (bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki shasai, are hereinafter referred to as the "Convertible Bonds"; and the bonds and the stock acquisition rights are hereinafter referred to separately as "Bonds" and "Stock Acquisition Rights", respectively), the issuance whereof was resolved at the meeting of the Board of Directors held on November 21, 2006. Description Matters relating to the Stock Acquisition Rights (1) The amount to be paid upon exercise of the Equal to the issue price Stock Acquisition Rights: ------------------------ of the Bonds ------------ (2) Conversion Price: Yen 2,800 --------- (Reference) Share Price, etc. on Pricing Date (November 21, 2006) (i) Share Price (Closing Price) on the Tokyo Stock Exchange Yen 2,170 --------- (ii) Premium [{(Conversion Price)/(Share Price (Closing Price))-1}X100] 29.0% ------ NOTE: THIS ANNOUNCEMENT RELEASE IS INTENDED AS GENERAL INFORMATION REGARDING RICOH COMPANY, LTD.'S ISSUANCE OF CONVERTIBLE BONDS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE BONDS AND THE UNDERLYING SHARES OF COMMON STOCK MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDERTHE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THEY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 1