-----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, ApFknqWF2481Vau5L4aFptFKNI/Qv2X7Ets6uYoh+HqIqX1seznDgkb2Y17UvmRZ gGScDo7v45RKQ/SQEjF+qQ== 0000317891-10-000007.txt : 20100426 0000317891-10-000007.hdr.sgml : 20100426 20100426060421 ACCESSION NUMBER: 0000317891-10-000007 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100426 FILED AS OF DATE: 20100426 DATE AS OF CHANGE: 20100426 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 SEC ACT: 1934 Act SEC FILE NUMBER: 002-68279 FILM NUMBER: 10768689 BUSINESS ADDRESS: STREET 1: 13-1, GINZA 8-CHOME STREET 2: CHUO-KU CITY: TOKYO 104-8222 JAPAN STATE: M0 ZIP: 00000 BUSINESS PHONE: 81-3-6278-5241 MAIL ADDRESS: STREET 1: 13-1, GINZA 8-CHOME STREET 2: CHUO-KU CITY: TOKYO 104-8222 JAPAN STATE: M0 ZIP: 00000 6-K 1 r6k100426.txt NOTICE: REORGANIZATION OF DOMESTIC SALES COMPANIES 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 April 2010 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 April 26, 2010 - -------------------------------------------------------------------------------- April 26, 2010 Company: RICOH COMPANY, LTD. Representative: Shiro Kondo President and CEO Contact: Minoru Saitoh General Manager of PR Department +81-3-6278-5228 NOTICE: REORGANIZATION OF DOMESTIC SALES COMPANIES Ricoh Company, Ltd. ("Ricoh") hereby announces that its Board of Directors decided today at its meeting to reorganize the domestic sales structure. Under the reorganization, the Marketing Group (excluding certain operations) of Ricoh will be succeeded by Ricoh Sales Co., Ltd. ("Ricoh Sales"), a wholly owned subsidiary of Ricoh, by means of an absorption-type split. Meanwhile, Ricoh Hokkaido Co., Ltd. ("Ricoh Hokkaido"), Ricoh Tohoku Co., Ltd. ("Ricoh Tohoku"), Ricoh Chubu Co., Ltd. ("Ricoh Chubu"), Ricoh Kansai Co., Ltd. ("Ricoh Kansai"), Ricoh Chugoku Co., Ltd. ("Ricoh Chugoku"), and Ricoh Kyushu Co., Ltd. ("Ricoh Kyushu"), all of which are wholly owned subsidiaries of Ricoh, will be merged into Ricoh Sales, which will be the surviving company. As the absorption-type split to be carried out by Ricoh is a simplified reorganization with the wholly-owned consolidated subsidiary, Ricoh omits certain disclosure items pursuant to the relevant disclosure rules of stock exchanges. I. PURPOSE OF THE REORGANIZATION Ricoh seeks to improve its ability to provide solutions by using the collective strengths of the Ricoh Group companies, and to improve management efficiency by building a sales structure that will enable the Ricoh Group companies to make prompt decisions in response to the diversifying needs of its customers. II. SUMMARY OF THE REORGANIZATION 1) COMPANY SPLIT OF RICOH 1. Summary of the absorption-type split (1) Schedule for the company split April 26, 2010 Resolution of Board of Directors for the company split April 26, 2010 Execution of the Company Split Agreement July 1, 2010 Scheduled date of the company split (effective date) (Note) Since the company split meets the requirements specified in Article 784, Paragraph 3 of the Companies Act, the Company Split Agreement does not require the approval by the resolution of a meeting of Ricoh's shareholders. (2) Company split method (i) Company split method Absorption-type split, with Ricoh as the splitting company and Ricoh Sales as the succeeding company. - 1 - (ii) Reason for the adoption of the absorption-type split Ricoh has adopted the absorption-type split to allow for a prompt reorganization of a Group that involves wholly-owned subsidiaries, and for the convenience in legal proceedings. (3) Allocation of the shares related to the company split Ricoh Sales will issue 263,491 common shares and will deliver them to Ricoh for the company split. (4) Treatment of the stock acquisition rights and the bonds with stock acquisition rights of the splitting company The splitting company has not issued any stock acquisition rights. The treatment of bonds with stock acquisition rights will not change. (5) Capital to decrease through the company split The capital of Ricoh will not decrease through the absorption-type split. (6) Rights and obligations to be succeeded by the succeeding company Ricoh Sales, the succeeding company, will succeed to the assets, liabilities, contractual status, and other rights and obligations belonging to the businesses associated with the company split (businesses described in II 1) 3. (1)), unless otherwise specified in the absorption-type split agreement, from Ricoh on the effective date of the company split. (7) Prospect of the performance of obligations Both Ricoh and Ricoh Sales are expected to have sufficient net assets after the company split. We believe that there are no issues of uncertainty with respect to the performance of the obligations. 2. Overview of the parties
(as of September 30, 2009) (1)Corporate name Ricoh Co., Ltd. Ricoh Sales Co., Ltd. (Splitting company) (Succeeding company) (Note 1) (2)Business content The development, production, and marketing of Office equipment marketing office equipment, optical instruments, and other devices, and related services (3)Date of incorporation February 6, 1936 May 2, 1959 (4)Address of head office 1-3-6 Nakamagome, Ota-ku, Tokyo 7-16-12 Ginza, Chuo-ku, Tokyo (5)Title and name of the President and CEO President and CEO representative Shiro Kondo Kunio Taniguchi (6)Capital stock 135,364 million yen 622 million yen (7)Number of shares issued 744,912,078 1,151,545 (8)Net assets 1,005,438 million yen (consolidated) 10,810 million yen (non-consolidated) (9)Total assets 2,376,976 million yen (consolidated) 74,435 million yen (non-consolidated) (10)Fiscal year end March 31 March 31 (11)Major shareholders and The Master Trust Bank of Japan, Ltd.(trust Ricoh Co., Ltd. 100.00% shareholding ratio account) 8.59% Japan Trustee Service Bank, Ltd. (trust account) 7.22% Nippon Life Insurance Company 5.07% The Bank of Tokyo-Mitsubishi UFJ, Ltd. 4.95% Japan Trustee Service Bank, Ltd. (trust account 9) 2.60%
(Note 1) The corporate name will change on July 1, 2010. - 2 - 3. Overview of the operating division to be split (1) Businesses of the division to be split Businesses of the Marketing Group of Ricoh (excluding marketing to government offices, marketing to postal services, the sourcing and provision of system products and paper, and business related to branches of the Marketing Group) (2) Operating results of the division to be split in the fiscal year ended March 2010 Results of division Sales (million yen) 33,421 (3) Assets and liabilities to be split (as of March 31, 2010)
Assets Liabilities ---------------------------------------------- ----------------------------------------------- Items Book value Items Book value ---------------------------- ---------- --------------------------------- ---------- Current assets (million yen) - Current liabilities (million yen) 2 Fixed assets (million yen) 2,764 Fixed liabilities (million yen) - Total (million yen) 2,764 Total (million yen) 2
(Note) The amounts above may change up until the effective date. (4) Profile of Ricoh after the company split The corporate name, business content, head office address, representative, capital stock, and fiscal year end of Ricoh will not change after the company split. (5) Effect on results The company split will not affect the consolidated results. The effect on non-consolidated results is expected to be minor. 2) MERGER OF THE SUBSIDIARIES (RICOH SALES, RICOH HOKKAIDO, RICOH TOHOKU, RICOH CHUBU, RICOH KANSAI, RICOH CHUGOKU, RICOH KYUSYU) 1. Summary of the merger (1) Schedule for the merger April 21 to April 26, 2010 Resolution of Board of Directors for the merger April 21 to April 26, 2010 Execution of the merger agreements May 27 to June 1, 2010 Scheduled date of shareholders meetings to approve the merger July 1, 2010 Scheduled date of the merger (effective date) - 3 - (2) Merger method Ricoh Hokkaido, Ricoh Tohoku, Ricoh Chubu, Ricoh Kansai, Ricoh Chugoku, and Ricoh Kyushu will be merged into Ricoh Sales, the surviving company. (3) Allocation of the shares related to the merger Ricoh Sales will deliver shares to Ricoh, the sole shareholder of the subsidiaries that will cease to exist, for the merger. 2. Overview of the parties (as of September 30, 2009) (1)Corporate name Ricoh Sales Co., Ltd. (Surviving company) (Note 1) (2)Business content Office equipment marketing (3)Date of incorporation May 2, 1959 (4)Address of head office 7-16-12 Ginza, Chuo-ku, Tokyo (5)Title and name of the President and CEO representative Kunio Taniguchi (6)Capital stock 622 million yen (7)Number of shares issued 1,151,545 (8)Net assets 10,810 million yen (9)Total assets 74,435 million yen (10)Fiscal year end March 31 (11)Major shareholders and Ricoh Co., Ltd. 100.00% shareholding ratio
(1)Corporate name Ricoh Hokkaido Co., Ltd. Ricoh Tohoku Co., Ltd. Ricoh Chubu Co., Ltd. (Company that will cease to (Company that will cease to (Company that will cease to exist) exist) exist) (2)Business content Office equipment marketing Office equipment marketing Office equipment marketing (3)Date of incorporation April 24, 1970 November 4, 1968 June 1, 1964 (4)Address of head office 12 Kita 7-jo Nichi 4-chome, 1-5-3 Itsutsubashi, Aoba-ku, 1-30 Chigonomiyatori, Kita-ku,Sapporo, Hokkaido Sendai, Miyagi Kita-ku, Nagoya, Aichi (5)Title and name of the President President and CEO President and CEO representative Tomohiro Sakanushi Kenichi Sato Akira Arakawa (6)Capital stock 95 million yen 200 million yen 400 million yen (7)Number of shares issued 95,000 400,000 800,000 (8)Net assets 583 million yen 2,472 million yen 2,378 million yen (9)Total assets 6,172 million yen 10,910 million yen 16,845 million yen (10)Fiscal year end March 31 March 31 March 31 (11)Major shareholders and Ricoh Co., Ltd. 100.00% Ricoh Co., Ltd. 100.00% Ricoh Co., Ltd. 100.00% shareholding ratio
- 4 -
(1)Corporate name Ricoh Kansai Co., Ltd. Ricoh Chugoku Co., Ltd. Ricoh Kyushu Co., Ltd. (Company that will cease to (Company that will cease to (Company that will cease to exist) exist) exist) (2)Business content Office equipment marketing Office equipment marketing Office equipment marketing (3)Date of incorporation January 13, 1967 May 23, 1967 February 13, 1968 (4)Address of head office 4-11-6 Tanimachi, Chuo-ku, 5-7 Hacchobori, Naka-ku, 2-38-29 Ishimaru, Nishi-ku, Osaka City, Osaka Hiroshima City, Hiroshima Fukuoka City, Fukuoka (5)Title and name of the President and CEO President and CEO President and CEO representative Kunihiko Sato Yasunao Ienaga Toshiaki Akahoshi (6)Capital stock 700 million yen 200 million yen 300 million yen (7)Number of shares issued 1,400,000 400,000 600,000 (8)Net assets 6,742 million yen 1,017 million yen 4,230 million yen (9)Total assets 34,366 million yen 7,772 million yen 16,290 million yen (10)Fiscal year end March 31 March 31 March 31 (11)Major shareholders and Ricoh Co., Ltd. 100.00% Ricoh Co., Ltd. 100.00% Ricoh Co., Ltd. 100.00% shareholding ratio
(Note 1) The corporate name will change on July 1, 2010. III. PROFILE OF THE SUBSIDIARY AFTER THE REORGANIZATION The corporate name of Ricoh Sales will change to RICOH JAPAN Corporation on the effective date. A profile of the subsidiary after the reorganization is as follows: (1)Corporate name RICOH JAPAN Corporation (2)Business content Office equipment marketing (3)Address of head office Chuo-ku, Tokyo (4)Title and name of the To be determined representative (5)Capital stock 2,517 million yen (6)Fiscal year end March 31 IV. OUTLOOK The reorganization being among Ricoh and the wholly-owned consolidated subsidiaries of Ricoh, its expected effect on the consolidated results of Ricoh is minor. Through the reorganization, the Ricoh Group aims to improve the management efficiency of the entire Group, build a system to increase earnings, and maximize the corporate value of the Group over the medium term. - 5 - -----END PRIVACY-ENHANCED MESSAGE-----