FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of August 2013
Commission File Number: 1-07952
KYOCERA CORPORATION
6 Takeda Tobadono-cho, Fushimi-ku,
Kyoto 612-8501, Japan
Indicate by check mark whether the registrant files or will file annual reports under cover of 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 Registration S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Registration S-T Rule 101(b)(7):
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, thereto duly authorized.
| KYOCERA CORPORATION |
| /s/ SHOICHI AOKI |
| Shoichi Aoki |
| Director, |
| Managing Executive Officer and |
| General Manager of |
| Corporate Financial and Accounting Group |
Date: August 28, 2013
Information furnished on this form:
| 1. |
Notice Concerning Stock Split |
To All Persons Concerned,
| Name of Company Listed: | Kyocera Corporation | |
| Name of Representative: | Goro Yamaguchi, President and Director | |
| (Code number: 6971, The First Section of the Tokyo Stock Exchange) | ||
| Person for inquiry: | Shoichi Aoki | |
| Director, Managing Executive Officer and General Manager of Corporate Financial and Accounting Group (Tel: +81-75-604-3500) | ||
Notice Concerning Stock Split
Kyocera Corporation (hereafter the “Company”) hereby announces that at the meeting of its Board of Directors held on August 28, 2013, a resolution was adopted to undertake a stock split.
The details are as follows.
1. Purpose of Stock Split
The stock split will be undertaken with the aim of increasing the liquidity of the Company’s stock and expanding its investor base through a reduction in the price of share-trading units.
2. Outline of Stock Split
(1) Method of stock split
The record date of the stock split will be Monday, September 30, 2013; and it will consist of a split at the ratio of 2 for 1 of all common shares held by shareholders whose names appear or are recorded in the Registry of Shareholders as of the end of the record date.
(2) Increase in shares resulting from stock split
| 1) Total issued shares before stock split: | 191,309,290 shares | |
| 2) Increase in issued shares resulting from stock split: | 191,309,290 shares | |
| 3) Total issued shares after stock split: | 382,618,580 shares | |
| 4) Total authorized shares after stock split: | 600,000,000 shares |
3. Schedule
| 1) Public notice date of record date: | Wednesday, September 11, 2013 | |
| 2) Record date: | Monday, September 30, 2013 | |
| 3) Effective date: | Tuesday, October 1, 2013 |
4. Others
(1) Changes in capital
The stock split will not result in any change in capital.
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(2) Dividends
On April 25, 2013, the Company announced an annual dividend forecast of 160 yen per share for the fiscal year ending March 31, 2014. Because the stock split will take place as of October 1, 2013, the Company’s interim dividend will be paid in respect of its shares prior to the stock split, while its year-end dividend will be paid in respect of its shares after the stock split. No specific amount has yet been determined for either of such dividends. The Company will make a prompt announcement upon such determination.
Forward-Looking Statements
Certain of the statements made in this document are forward-looking statements (within the meaning of Section 21E of the U.S. Securities and Exchange Act of 1934), which are based on our current assumptions and beliefs in light of the information currently available to us. These forward-looking statements involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors include, but are not limited to the following:
| (1) | General economic conditions in our markets, which are primarily Japan, North America, Europe and Asia; |
| (2) | Economic, political and legal conditions and unexpected changes therein in countries or areas where we operate; |
| (3) | Factors that may affect our exports, including the yen’s appreciation, political and economic instability, customs, and inadequate protection of our intellectual property; |
| (4) | Fluctuation in exchange rates that may affect the value of our foreign assets or the prices of our products; |
| (5) | Intensified competition in product pricing, technological innovation, R&D activities, product quality and speed of delivery; |
| (6) | Manufacturing delays or defects resulting from outsourcing or internal manufacturing processes; |
| (7) | Shortages and rising costs of electricity affecting our production and sales activities; |
| (8) | The possibility that expansion of production capacity and in-process R&D activities may not produce the desired results; |
| (9) | The possibility that companies or assets acquired by us may not produce the returns or benefits, or bring in business opportunities, which we expect; |
| (10) | Inability to secure skilled employees, particularly engineering and technical personnel; |
| (11) | The possibility of divulgence of our trade secrets and infringement of our intellectual property rights; |
| (12) | The possibility that we may receive notice of claims of infringement of other parties’ intellectual property rights and claims for royalty payments; |
| (13) | Increases in our environmental liability and in costs and expenses required to observe obligations imposed by environmental laws and regulations in Japan and other countries; |
| (14) | Unintentional conflict with laws and regulations, or the possibility that newly enacted laws and regulations may limit our business operations; |
| (15) | Events that may negatively impact our markets or supply chain, including terrorist acts, plague, war and similar events; |
| (16) | Earthquakes and other related natural disasters affecting our operational facilities and our markets or supply chain, as well as social and economic infrastructure; |
| (17) | Exposure to difficulties in collection of trade receivables due to customers’ worsening financial condition; |
| (18) | The possibility of recognition of impairment losses on investment securities held by us due to declines in their value; |
| (19) | The possibility that we may record impairment losses on long-lived assets, goodwill and intangible assets; |
| (20) | The possibility that deferred tax assets may not be realized or additional liabilities for unrecognized tax benefits may be incurred; and |
| (21) | Changes in accounting principles. |
Such risks, uncertainties and other factors may cause our actual results, performance, achievements or financial condition to be materially different from any future results, performance, achievements or financial condition expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements included in this document.
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