6-K 1 r6k20090625.txt NOTICE OF RESOLUTION AT THE 109TH 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 2009 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) Date: June 25, 2009 By: ------------------------------------------ Name: Takashi Nakamura Title: Director Corporate Excutive Vice President CHO(Chief Human Resource Officer) General Manager of personnel Division (TRANSLATION) (Securities Code: 7752) June 25, 2009 NOTICE OF RESOLUTION AT THE 109TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholder, Ricoh Company, Ltd. hereby informs you of the reports submitted and resolutions reached at its 109th Ordinary General Meeting of Shareholders. Yours faithfully, Shiro Kondo, Representative Director, President and Chief Executive Officer Ricoh Company, Ltd. 1-3-6 Nakamagome, Ohta-ku, Tokyo REPORTED ITEMS 1. The Business Report, Consolidated Financial Statements and the results of auditing consolidated financial statements by Accounting Auditors and the Board of Corporate Auditors for the fiscal year ended March 31, 2009 (from April 1, 2008 to March 31, 2009) were reported. 2. The Non-Consolidated Financial Statements for the fiscal year ended March 31, 2009 (from April 1, 2008 to March 31, 2009) were reported. RESOLVED ITEMS Agenda 1: Appropriation of retained earnings - Approved as proposed. (The year-end dividend is Yen 15 per share.) Agenda 2: Partial amendments to the Articles of Incorporation - Approved as proposed. Please refer to pages 3 to 5 for the contents of amendment. Agenda 3: Election of one (1) Corporate Auditor - Approved as proposed, with the new election and appointment of Mr. Yuji Inoue. He has assumed the office. - 1 - Agenda 4: Election of one (1) Substitute Corporate Auditor - Approved as proposed, with the reelection and reappointment of Mr. Kiyohisa Horie. Mr. Kiyohisa Horie is a Substitute Corporate Auditor for Outside Corporate Auditor. Agenda 5: Payment of bonuses to Directors - Approved as proposed, with the resolution that bonuses amounting to Yen 84.8 million be paid to the incumbent nine (9) Directors (excluding Outside Directors) as of the end of the fiscal year under review. -------------------------------------------------------------------------------- PAYMENT OF DIVIDENDS It was resolved at the meeting to pay a year-end dividend of Yen 15 per share (Yen 33 for the full fiscal year). Please review the enclosed dividend warrant to receive the dividend payment within the payment period(from June 26, 2009 to July 31, 2009). We have enclosed for your attention a dividend account statement and a remittance notice for shareholders who have specified a bank account transfer, and a dividend account statement and a notice on how to receive your dividend for shareholders who have specified the system of dividend allotment in proportion to the number of shares held. - 2 - CONTENTS OF AMENDMENT TO THE ARTICLES OF INCORPORATION Contents of amendment are as follows: (The parts underlined are those amended.)
BEFORE AMENDMENT AFTER AMENDMENT --------------------------------------------------------------------------------------- CHAPTER II. SHARES CHAPTER II. SHARES (Total Number of Issuable Shares) (Total Number of Issuable Shares) Article 6. The total number of Article 6. The Company shall issue issuable shares by the ----------------------- Company is one billion and shares and the total five hundred million ---------- (1,500,000,000) shares. number of issuable shares by the Company is one billion and five hundred million (1,500,000,000). (Issuance of Share Certificates) (Deleted) -------------------------------- Article 7. The Company shall issue ------------------------------------ share certificates for ---------------------- the shares. ----------- (Purchase of Treasury Stocks) (Purchase of Treasury Stocks) Article 8. The Company may acquire Article 7. (Same as left/no change) - - the shares of its own stocks by a resolution of the Board of Directors pursuant to Paragraph 2, Article 165 of the Corporation Law. (Number of Shares Constituting One (Number of Shares Constituting One Unit and Non-Issuance of Certificates Unit) -------------------------------- Article 8. (Same as left/no change) for Less-Than-One-Unit Shares) - ------------------------------ Article 9. The number of shares - constituting one unit of shares of the Company shall be one thousand (1,000) shares. 2. Notwithstanding the 2. (Deleted) ------------------- provisions of ------------- Article 7, the Company ---------------------- shall not issue any ------------------- certificates for ---------------- less-than-one-unit ------------------ shares, unless -------------- otherwise provided for ---------------------- in the Share Handling --------------------- Regulations. ------------ (Rights Concerning Less-Than-One-Unit (Rights Concerning Less-Than-One-Unit Shares) Shares) Article 10. A shareholder (including Article 9. A shareholder of the -- ---------- - Company shall not the beneficial exercise any rights -------------- other than those shareholder; the same described below with --------------------- respect to the applies hereinafter) less-than-one-unit -------------------- shares held by it. of the Company shall not exercise any rights other than those described below with respect to the less-than-one-unit shares held by it. i) Right described in each i) Item of Paragraph 2, to (Same as left/no change) Article 189 of the iv) Corporation Law. ii) Right to make a request under the provision of Paragraph 1, Article 166 of the Corporation Law. iii) Right to receive allocation of offered shares and allocation of offered stock purchase warrants in accordance with the number of shares held by the shareholder. (iv) Right to make a request provided for in the following Article.
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BEFORE AMENDMENT AFTER AMENDMENT --------------------------------------------------------------------------------------- (Sale of Shares Constituting (Sale of Shares Constituting Less-Than-One-Unit Shares to Less-Than-One-Unit Shares to Constitute One Unit) Constitute One Unit) Article 11. A shareholder of the Article 10. (Same as left/no change) -- -- Company may request that the Company sell such number of shares as may, together with the number of less-than-one-unit shares held by the shareholder, constitute one unit of shares, in accordance with the Share Handling Regulations. (Administrator of Register of (Administrator of Register of Shareholders) Shareholders) Article 12. Article 11. -- -- 1. The Company shall have 1. (Same as left/no an administrator of change) the register of shareholders. 2. The administrator of 2. (Same as left/no the register of change) shareholders and its handling office shall be determined by resolution of the Board of Directors and public notice shall be given thereof. 3. The register of 3. The register of shareholders shareholders and the (including the --- -------------- register of stock register of beneficial purchase warrants of ---------------------- the Company shall be shareholders; the same prepared and kept, and ---------------------- all other business applies hereinafter), pertaining to the --------------------- register of the register of stock shareholders and the purchase warrants --- and the register of register of stock ------------------- purchase warrants the lost share shall be handled by -------------- the administrator of certificates of the the register of ------------ shareholders and not Company shall be by the Company. prepared and kept, and all other business pertaining to the register of shareholders, the register of stock purchase warrants and the register of ------------------- the lost share -------------- certificates shall be ------------ handled by the administrator of the register of shareholders and not by the Company. (Share Handling Regulations) (Share Handling Regulations) Article 13. The business and the Article 12. (Same as left/no change) -- -- service charges pertaining to the shares of the Company shall be subject to laws, ordinances or these Articles of Incorporation and the Share Handling Regulations established by the Board of Directors. CHAPTER III. GENERAL MEETING OF CHAPTER III. GENERAL MEETING OF SHAREHOLDERS SHAREHOLDERS Article 14. Article 13. -- -- to (Omitted) to (Same as left/no change) Article 43. Article 42. -- --
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BEFORE AMENDMENT AFTER AMENDMENT ----------------------------------------------------------------------------------------- (Newly added) SUPPLEMENTARY PROVISION (Newly added) Article 1. The Company's register ----------------------------------- of lost share ------------- certificates shall be --------------------- kept in the place of -------------------- business of the --------------- administrator of ---------------- register of ----------- shareholders. The ----------------- services related to ------------------- entry and recording in ---------------------- register of lost share ---------------------- certificates shall be --------------------- entrusted to the ---------------- administrator of ---------------- register of shareholders ------------------------ and shall not be ---------------- performed by the Company. ------------------------- (Newly added) Article 2. Recording in the ----------------------------- Company's register of --------------------- lost share certificates ----------------------- shall be governed by -------------------- laws and ordinances, -------------------- Articles of ----------- Incorporation, or the --------------------- Share Handling -------------- Regulations established ----------------------- by the Board of --------------- Directors. ---------- (Newly added) Article 3. The provisions of ------------------------------ Articles 1 through 3 of ----------------------- these Supplementary ------------------- Provisions shall be ------------------- deleted effective ----------------- January 6, 2010. ---------------- -----------------------------------------------------------------------------------------
- 5 - APPENDIX 1. REPRESENTATIVE DIRECTORS AND DIRECTORS The Company's Directors as of June 25, 2009 are as follows: Representative Director: Masamitsu Sakurai Representative Director: Shiro Kondo Director: Koichi Endo Director: Katsumi Yoshida Director: Masayuki Matsumoto Director: Takashi Nakamura Director: Kazunori Azuma Director: Zenji Miura Director: Kiyoshi Sakai Director: Takaaki Wakasugi Director: Takuya Goto Note: Messrs. Takaaki Wakasugi and Takuya Goto are Outside Directors. 2. CORPORATE AUDITORS The Company's Corporate Auditors as of June 25, 2009 are as follows: Corporate Auditor (Full-time): Yuji Inoue Corporate Auditor (Full-time): Shigekazu Iijima Corporate Auditor: Kenji Matsuishi Corporate Auditor: Takao Yuhara Note: Messrs. Kenji Matsuishi and Takao Yuhara are Outside Corporate Auditors. - 6 - [REFERENCE] 3. EXECUTIVE OFFICERS The Company's Executive Officers as of June 25, 2009 are as follows: Chairman Corporate Vice Presidents Masamitsu Sakurai Kiyoto Nagasawa Yutaka Ebi President and Chief Executive Officer Norihisa Goto Shiro Kondo Mitsuhiko Ikuno Kenichi Matsubayashi Deputy Presidents Soichi Nagamatsu Koichi Endo Kazuhiro Yuasa Katsumi Yoshida Yohzoh Matsuura Corporate Executive Vice Presidents Group Executive Officers Masayuki Matsumoto Kazuo Togashi Takashi Nakamura Shiro Sasaki Kazunori Azuma Sadahiro Arikawa Zenji Miura Hiroshi Tsuruga Kiyoshi Sakai Kohji Sawa Yoshihiro Niimura Corporate Senior Vice Presidents Michel De Bosschere Terumoto Nonaka Daisuke Segawa Kenji Hatanaka Nobuaki Majima Hiroshi Kobayashi Yoshimasa Matsuura Norio Tanaka Hiroshi Adachi Kenichi Kanemaru Hisashi Takata
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