FORM 6-K/A
Amendment No.1
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 July, 2003
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
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(Translation of Registrant's name into English)
15-5, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, Japan
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(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-__ )
On June 27, 2003, Ricoh Company, Ltd. (the "Company") filed a report of
foreign private issuer on Form 6-K with the Securities and Exchange
Commission regarding the report submitted and resolutions reached at its
103rd ordinary general meeting of shareholders. The Company is filing this
Form 6-K/A in order to include the cover page and the signature page to the
June 27, 2003 Form 6-K filing. These two pages were inadvertently omitted
from the June 27, 2003 Form 6-K filing through EDGAR. No other changes have
been made to the June 27, 2003 Form 6-K filing.
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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.
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(Registrant)
By: /S/ Etsuo Kobayashi
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Etsuo Kobayashi
Executive Vice President
General Manager of
Personnel Division
July 2, 2003
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|June 26, 2003
NOTICE OF 103RD ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholder,
Ricoh Company, Ltd., hereby informs you of the report submitted and resolutions
reached at its 103rd ordinary general meeting of shareholders.
REPORT
Management reported on the balance sheets as of March 31, 2003, the statements
of income for the year ended March 31, 2003, and the business report. Please
refer to the appended report on operations.
RESOLUTIONS
Agenda 1: Approval of the proposed appropriation of
retained earnings for fiscal 2003--Approved
as proposed.
Agenda 2: Acquisition of treasury stock--Approved as
proposed.
Agenda 3: Partial change to Articles of
Incorporation--Approved as proposed.
(See the following pages for details of the
changes)
Agenda 4: Election of three (3) directors--Approved as
proposed, with the election of Shiroh Kondoh,
Kazuo Togashi, and Kazunori Azuma.
Agenda 5: Election of two (2) Corporate
Auditors--Approved as proposed, with the
election of Hideyuki Takamatsu and Kenji
Matsuishi.
PAYMENT OF DIVIDENDS
It was resolved at the meeting to pay dividends of Yen 7 per share (Yen 14 for
the full fiscal year). Please inspect the enclosed postal remittance
notification form. If you specified a bank transfer, we will send you a dividend
account form and a remittance form.
Masamitsu Sakurai, President
Ricoh Company, Ltd.
3-6, Nakamagome 1-chome, Ohta-ku, Tokyo
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Details of proposed revisions
Proposed revisions to the Articles of Incorporation are as underlined
below:
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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(Purpose) (Purpose)
Article 3 The Company aims to engage in the Article 3 The Company aims to engage in the
following businesses. following businesses.
Provisions 1. to 7. omitted. Provisions 1. to 7. (unchanged)
8....all operations that are supplementary or related 8....direct marketing through the Internet, facsimile,
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to the above. and telephone, etc.
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9. all operations that are supplementary or related to
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the above.
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(Total number of shares to be issued; types of share (Total number of shares to be issued; types of share
certificates) certificates)
Article 5 The total number of shares to be Article 5
issued by the Company is one billion 1. The total number of shares to be issued
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(1,000,000,000). If some shares are by the Company is nine hundred and
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cancelled, the number of shares ninety-three million (993,000,000). If
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cancelled shall be deducted from the some shares are cancelled, the number of
total number of shares issued. The shares cancelled shall be deducted
types of share certificates to be issued from the total number of shares issued.
by the Company shall be decided in 2. The types of share certificates to be
accordance with Share Handling issued by the Company shall be decided
Regulations to be established by the in accordance with Share Handling
Board of Directors. Regulations to be established by the
Board of Directors.
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(Number of shares per unit (tan-i)) (Number of shares per unit (tan-gen)
Article 6 The number of shares per unit Article 6
(tan-gen) of the Company shall be one 1. The number of shares per unit (tan-gen)
thousand (1,000). of the Company shall be one thousand
The Company shall not issue securities (1,000).
in amounts less than one unit, although 2. The Company shall not issue securities
the Share Handling Regulations will not in amounts less than one unit, although
necessarily stipulate this. the Share Handling Regulations will not
necessarily stipulate this.
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(New) (Increased purchases of shares in less than one unit)
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Article 7 Under the Share Handling
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Regulations, the Company can demand
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that shareholders, (including de facto
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shareholders, the same applies
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hereinafter) with stakes of less than
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one unit in the Company sell their
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holdings to transform holdings less
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than one unit into one unit.
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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(Transfer agent) (Transfer agent)
Article 7 The Company shall have a transfer agent Article 8
- -
for the handling of its shares. 1. The Company shall have a transfer
The transfer agent and its place of agent for the handling of its
business shall be decided by resolution shares.
of the Board of Directors and announced 2. The transfer agent and its place
publicly. of business shall be decided by
The list of the Company's shareholders resolution of the Board of
(includes the list of de facto Directors and announced publicly.
shareholders; the same applies 3. The list of the Company's
hereinafter) shall be kept at the place shareholders (includes the list
of business of the transfer agent. The of de facto shareholders; the
transfer agent shall be made to handle all same applies hereinafter) and
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the businesses relating to the Company's stock lapse register shall be
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shares, such as the transfer of shares and kept at the place of business of
the purchase of quantities of less than the transfer agent. The transfer
one unit (tan-gen) of shares: the agent shall be made to handle all
Company shall not involve itself in any the businesses relating to the
of the said businesses. Company's shares, such as the
transfer of shares and the
purchase or increased purchase of
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quantities of less than one unit
(tan-gen) of shares: the Company
shall not involve itself in any
of the said businesses.
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(Share Handling Regulations) (Share Handling Regulations)
Article 8 The transfer of shares, the purchase of Article 9 The transfer of shares, lapsed share
- - ------------
quantities of less than one unit (tan-gen) registration procedures, the purchase
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of shares, and any other businesses or increased purchase of quantities of
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relating to the Company's shares shall be less than one unit (tan-gen) of shares,
handled in accordance with Share and any other businesses relating to
Handling Regulations to be established the Company's shares shall be
by the Board of Directors. handled in accordance with Share
Handling Regulations to be
established by the Board of Directors.
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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(Basic date) (Basic date)
Article 9 In each accounting period, the Company Article 10
- --
shall deem the shareholders that are 1. In each accounting period, the
registered or recorded in the final list of Company shall deem the shareholders
shareholders (includes de facto that are registered or recorded in the
shareholders; the same applies final list of shareholders (includes de
hereinafter) to be the shareholders that facto shareholders; the same applies
can exercise their rights at the ordinary hereinafter) to be the shareholders that
general meeting of shareholders for the can exercise their rights at the
accounting period. ordinary general meeting of
Notwithstanding the preceding shareholders for the accounting
paragraph, the Board of Directors may, if period.
necessary, resolve to deem the 2. Notwithstanding the preceding
shareholders or pledgees that are paragraph, the Board of Directors
registered or announced previously to be may, if necessary, resolve to deem the
the shareholders or recorded in the list of shareholders or pledgees that are
shareholders as of a specific date set and registered or announced previously to
announced previously to be the be the shareholders or recorded in the
shareholders or pledgees that can list of shareholders as of a specific
exercise their rights. date set and announced previously to
be the shareholders or pledgees that
can exercise their rights.
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(Shareholders' Meeting) (Shareholders' Meeting)
Article 10 Regular general meetings of shareholders Article 11
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shall be held in June every year, while 1. Regular general meetings of
extraordinary shareholder meetings shall shareholders shall be held in June
be held as required. The president shall every year, while extraordinary
convene the annual general meeting of shareholder meetings shall be held as
shareholders in line with a resolution of required.
the Board of Directors. If the president 2. The president shall convene the
suffers an accident, other directors will annual general meeting of
convene the gathering in a previously shareholders in line with a resolution
determined rank. of the Board of Directors.
3. If the president suffers an accident,
other directors will convene the
gathering in a previously determined
rank.
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(Exercise of voting rights by proxy) (Exercise of voting rights by proxy)
Article 11 Any of the shareholders may exercise his Article 12
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voting rights by means of a proxy who is 1. Any of the shareholders may
also a shareholder of the Company. The exercise his voting rights by means of
said shareholder or proxy must submit a a proxy who is also a shareholder of
power of attorney to vote to the the Company.
Company. 2. The said shareholder or proxy
must submit a power of
attorney to vote to the Company.
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Article 12 Article 13
-- --
-- Provisions omitted -- (Unchanged)
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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Article 13 Method of resolutions Article 14 Method of resolutions
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Resolutions of the general meeting of 1. Resolutions of the general
shareholders shall, except where meeting of shareholders shall, except where
otherwise provided by law or in the otherwise provided by law or in the
Articles of Incorporation, require a Articles of Incorporation, require a
simple majority of shareholders attending simple majority of shareholders
to pass. attending to pass.
(New)
2. Under the special resolutions
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determined under Article 343 of the
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Commercial Code, annual general
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meetings of shareholders shall require
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the attendance of shareholders
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representing one-third of voting rights
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for a quorum and representing at least
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two-thirds to vote on resolutions.
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Articles 14 and 15 Articles 15 and 16
-- -- --- --
-- Provisions omitted -- (Unchanged)
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(Election of directors) (Election of directors)
Article 16 Directors shall be elected at a general Article 17
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meeting of shareholders. Resolution for 1. Directors shall be elected at a general
the election mentioned above shall be meeting of shareholders.
adopted by a majority vote of the 2. Resolution for the election mentioned
shareholders present at the meeting who above shall be adopted by a majority
hold voting rights representing not less vote of the shareholders present at the
than one-third of the voting rights of all meeting who hold voting rights
shareholders. Cumulative voting shall not representing not less than one-third of
be used in the election of directors. the voting rights of all shareholders.
3. Cumulative voting shall not be
used in the election of directors.
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Articles 17 and 18 Articles 18 and 19
-- -- -- --
-- Provisions omitted -- (Unchanged)
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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(Directors with roles and representative directors) (Directors with roles and representative
Article 19 Upon a resolution, the Board of directors)
--
Directors can appoint from among its Article 20
--
number one chairman, one president, 1. Upon a resolution, the Board of
vice presidents, senior managing Directors can appoint from among its
directors, and managing directors. Upon number one chairman, one president,
a resolution, the Board of Directors shall vice presidents, senior managing
choose the representative directors. directors, and managing directors.
2. Upon a resolution, the Board of
Directors shall choose the
representative directors.
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(Convening meetings of the board of directors, (Convening meetings of the board of directors,
chairman of the board, and resolutions) chairman of the board, and resolutions)
Article 20 Except where otherwise determined Article 21
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under the law, the board of directors 1. Except where otherwise determined
shall make resolutions on material under the law, the board of directors
matters related to the execution of shall make resolutions on material
operations. The chairman shall convene matters related to the execution of
and chair board gatherings. If the operations.
chairman is absent or has suffered an 2. The chairman shall convene and chair
accident, other directors will chair the board gatherings. If the chairman is
gathering according to a previously absent or has suffered an accident,
determined rank. Notification of a board other directors will chair the gathering
meeting to directors and auditors shall be according to a previously determined
three days prior to such a gathering. rank.
However, where all directors and 3. Notification of a board meeting to
auditors otherwise agree the procedures directors and auditors shall be three
for convening such meeting can be days prior to such a gathering.
waived. Board resolutions shall require However, where all directors and
the attendance of half the number of auditors otherwise agree the
board members and a simple majority of procedures for convening such
the votes of those attending. meeting can be waived.
4. Board resolutions shall require the
attendance of half the number of
board members and a simple majority
of the votes of those attending.
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Articles 21 and 22 Articles 22 and 23
-- -- -- --
-- Provisions omitted -- (Unchanged)
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(Election of auditors) (Election of auditors)
Article 23 Auditors shall be elected at a general Article 24
-- --
meeting of shareholders. 1. Auditors shall be elected at a general
Resolution for the election mentioned meeting of shareholders.
above shall be adopted by a majority 2. Resolution for the election mentioned
vote of the shareholders present at the above shall be adopted by a majority
meeting who hold voting rights vote of the shareholders present at the
representing not less than one-third of meeting who hold voting rights
the voting rights of all shareholders. representing not less than one-third
of the voting rights of all shareholders.
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PREVIOUS ARTICLES OF INCORPORATION NEW ARTICLES OF INCORPORATION
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(Meetings and resolutions of auditors) (Meetings and resolutions of auditors)
Article 24 Auditors shall be appointed for three Article 25 Auditors shall be appointed for four
-- ----- -- ----
years until the date of annual general years until the date of annual general
meeting of shareholders in their final meeting of shareholders in their final
year. However, the term for auditors year. However, the term for auditors
chosen on a supplementary basis shall be chosen on a supplementary basis shall
until the end of the term of the auditors be until the end of the term of the
that they have replaced. auditors that they have replaced.
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Article 25 Article 26
-- --
-- Provisions omitted -- (Unchanged)
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(Convening meetings of auditors and resolutions) (Convening meetings of auditors and resolutions)
Article 26 Except where otherwise determined Article 27
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under the law, auditors shall make 1. Except where otherwise determined
resolutions on matters related to auditing under the law, auditors shall make
policies, operations, and techniques for resolutions on matters related to
assessing the Company's financial assets, auditing policies, operations, and
as well as other areas related to the work techniques for assessing the
of auditors. The board of auditors shall Company's financial assets, as well as
convene gatherings of auditors. other areas related to the work of
Notification of an auditor meeting to auditors.
auditors shall be three days prior to such 2. The board of auditors shall convene
a gathering. However, where all auditors gatherings of auditors.
otherwise agree the procedures for 3. Notification of an auditor meeting to
convening such meeting can be waived. auditors shall be three days prior to
Unless otherwise determined under law, such a gathering. However, where all
resolutions shall require the vote of half auditors otherwise agree the
the number of auditors. procedures for convening such
meeting can be waived.
4. Unless otherwise determined under
law, resolutions shall require the vote
of half the number of auditors.
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Articles 27 to 32 Articles 28 to 33
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-- Provisions omitted -- (Unchanged)
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(Dividend calculation date) This article shall be deleted.
Article 33 Upon a request for the conversion of
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convertible bonds, earnings dividends
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and interim dividends shall be paid from
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October 1 through March 31 of the
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following year for shareholders of record
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as of April 1 through September 30. The
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conversion shall be deemed that of the
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date in which the conversion was
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requested.
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