As filed with the Securities and Exchange Commission on September 30, 2003
Separate financial statements of KPN Mobile N.V. for its fiscal years ended December 31, 2000, 2001 and 2002 required pursuant to Rule 3-09 of Regulation S-X under “Item 18. Financial Statements.” have been omitted from this Form 20-F/A and will be filed by amendment in accordance with Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(AMEMDMENT NO.1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-31221
Kabushiki Kaisha NTT DoCoMo
(Exact name of registrant as specified in its charter)
NTT DoCoMo, Inc.
(Translation of registrant’s name into English)
Japan
(Jurisdiction of incorporation or organization)
Sanno Park Tower
11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150
Japan
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Name of Each Exchange On Which Registered | |
| Common Stock* | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of March 31, 2003, 50,170,406 shares of common stock were outstanding, comprised of 50,097,068 shares and 7,333,800 ADSs (equivalent to 73,338 shares).
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 x
| * | Not for trading, but only in connection with the listing of the American Depositary Shares |
Explanatory Note:
The registrant hereby amends its annual report on Form 20-F filed with the Securities and Exchange Commission on July 3, 2003, to file the following separate consolidated financial statements and notes thereto for Hutchison 3G UK Holdings Limited as required by Rule 3-09 of Regulation S-X:
| • | Audited consolidated financial statements for the fiscal years ended December 31, 2001 and 2002. |
| • | Unaudited consolidated financial statements for the period ended December 31, 2000. |
Pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended, separate consolidated financial statements for KPN Mobile N.V. for its fiscal years ended December 31, 2000, 2001 and 2002 have been omitted from this Form 20-F/A and will be filed with the Securities and Exchange Commission by amendment to our annual report on Form 20-F.
This amendment is being filed for the purpose of updating “Item 18. Financial Statements” and “Item 19. Exhibits”. In addition, “Item 15. Controls and Procedures” has also been updated in accordance with SEC Release No. 33-8238, which was effective as of August 14, 2003.
| Item 15. | Controls and Procedures. |
Management carried out an evaluation, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2003 pursuant to Exchange Act rules. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2003.
Management also carried out an evaluation, with the participation of the Chief Executive Officer and the Chief Financial Officer, of changes in our internal control over financial reporting during the year ended March 31, 2003. Based upon that evaluation, there was no change that occurred during the fiscal year ended March 31, 2003 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| Item 18. | Financial Statements. |
Reference is made to pages F-1 through F-44, incorporated herein by reference, of our annual report on Form 20-F filed on July 3, 2003.
Separate consolidated financial statements and notes thereto for AT&T Wireless Services, Inc. and Subsidiaries are being filed pursuant to Rule 3-09 of Regulation S-X. Reference is made to Exhibit 12.1 to our annual report on Form 20-F filed on July 3, 2003.
Separate consolidated financial statements and notes thereto for Hutchison 3G UK Holdings Limited for its fiscal years ended December 31, 2000, 2001 and 2002 are being filed pursuant to Rule 3-09 of Regulation S-X. See Exhibit 14.2 to this amendment no.1 to our annual report on Form 20-F.
Pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended, separate consolidated financial statements for KPN Mobile N.V. for its fiscal years ended December 31, 2000, 2001 and 2002 have been omitted from this Form 20-F/A and will be filed with the Securities and Exchange Commission by amendment to our annual report on Form 20-F.
1
| Item 19. | Exhibits. |
| Exhibit Number |
Description | |||
| 1.1 |
— |
Articles of Incorporation of the registrant (English translation)* | ||
| 1.2 |
— |
Share Handling Regulations of the registrant (English translation)* | ||
| 1.3 |
— |
Regulations of the Board of Directors of the registrant (English translation)* | ||
| 1.4 |
— |
Regulations of the Board of Corporate Auditors of the registrant (English translation)* | ||
| 2.1 |
— |
Specimen common stock certificates of the registrant** | ||
| 2.2 |
— |
Form of Deposit Agreement among the registrant, The Bank of New York as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form F-6 (File No. 333-9694) filed on May 15, 2002)* | ||
| 4.1 |
— |
Investor Agreement by and among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 20, 2000** | ||
| 4.2 |
— |
Warrant Agreement by and among AT&T Wireless Services, Inc., the registrant and AT&T Corp. dated December 20, 2000** | ||
| 4.3 |
— |
Amended and Restated Investor Agreement among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 20, 2001* | ||
| 4.4 |
— |
Amendment No. 1 to Amended and Restated Investor Agreement among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 26, 2002* | ||
| 8.1 |
— |
List of Subsidiaries* | ||
| 12.1 |
— |
Certifications required by Rule 13a-14(a) | ||
| 13.1 |
— |
Certifications required by Rule 13a-14(b) | ||
| 14.1 |
— |
Consolidated financial statements and notes thereto for AT&T Wireless Services, Inc. and Subsidiaries from the AT&T Wireless Services, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Commission on March 25, 2003* | ||
| 14.2 | — |
Consolidated financial statements and notes thereto for Hutchison 3G UK Holdings Limited | ||
| * | Previously filed with the Securities and Exchange Commission on Form 20-F on July 3, 2003 and herein incorporated by reference. |
| ** | Previously filed with the Securities and Exchange Commission on Form 20-F on January 25, 2002 and herein incorporated by reference. |
We have not included as exhibits certain instruments with respect to our long-term debt. The amount of debt authorized under each such debt instrument does not exceed 10% or our total assets. We agree to furnish a copy of any such instrument to the Commission upon request.
2
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| NTT DoCoMo, Inc. | ||
| By |
/s/ Keiji Tachikawa | |
| Name: Keiji Tachikawa | ||
| Title: President and Chief Executive Officer | ||
Date: September 30, 2003
INDEX OF EXHIBITS
| Exhibit Number |
Description | |||
| 1.1 |
— | Articles of Incorporation of the registrant (English translation)* | ||
| 1.2 |
— | Share Handling Regulations of the registrant (English translation)* | ||
| 1.3 |
— | Regulations of the Board of Directors of the registrant (English translation)* | ||
| 1.4 |
— | Regulations of the Board of Corporate Auditors of the registrant (English translation)* | ||
| 2.1 |
— | Specimen common stock certificates of the registrant** | ||
| 2.2 |
— | Form of Deposit Agreement among the registrant, The Bank of New York as Depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form F-6 (File No. 333-9694) filed on May 15, 2002)* | ||
| 4.1 |
— | Investor Agreement by and among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 20, 2000** | ||
| 4.2 |
— | Warrant Agreement by and among AT&T Wireless Services, Inc., the registrant and AT&T Corp. dated December 20, 2000** | ||
| 4.3 |
— | Amended and Restated Investor Agreement among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 20, 2001* | ||
| 4.4 |
— | Amendment No. 1 to Amended and Restated Investor Agreement among AT&T Corp., AT&T Wireless Services, Inc. and the registrant, dated December 26, 2002* | ||
| 8.1 |
— | List of Subsidiaries* | ||
| 12.1 |
— | Certifications required by Rule 13a-14(a) | ||
| 13.1 |
— | Certifications required by Rule 13a-14(b) | ||
| 14.1 |
— | Consolidated financial statements and notes thereto for AT&T Wireless Services, Inc. and Subsidiaries from the AT&T Wireless Services, Inc. Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Commission on March 25, 2003* | ||
| 14.2 |
— | Consolidated financial statements and notes thereto for Hutchison 3G UK Holdings Limited |
| * | Previously filed with the Securities and Exchange Commission on Form 20-F on July 3, 2003 and herein incorporated by reference. |
| ** | Previously filed with the Securities and Exchange Commission on Form 20-F on January 25, 2002, and herein incorporated by reference. |
We have not included as exhibits certain instruments with respect to our long-term debt. The amount of debt authorized under each such debt instrument does not exceed 10% or our total assets. We agree to furnish a copy of any such instrument to the Commission upon request.