Report of Foreign Issuer (6-k)
November 28 2016 - 6:14AM
Edgar (US Regulatory)
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 November 2016
Commission File November: 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 ☒ 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.
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KYOCERA CORPORATION
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/s/ S
HOICHI
A
OKI
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Shoichi Aoki
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Director,
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Managing Executive Officer and
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General Manager of
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Corporate Financial and Accounting Group
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Date: November 28, 2016
Information furnished on this form:
EXHIBITS
November 28, 2016
To All Persons Concerned,
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Name of Company:
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Kyocera Corporation
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Name of Representative:
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Goro Yamaguchi, President and Director
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(Code number: 6971, The First Section of the Tokyo Stock Exchange)
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Person for Inquiry:
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Shoichi Aoki
Director, Managing Executive
Officer and
General Manager of Corporate Financial and Accounting Group
(Tel: +81-75-604-3500)
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Notice Relating to Mergers within Electronic Devices Business of Kyocera Group
Kyocera Corporation (the “Company”), at a meeting of its Board of Directors held on November 28, 2016, resolved that
the Company will undertake mergers effective as of April 1, 2017 with Kyocera Crystal Device Corporation (“Kyocera Crystal Device”) and Kyocera Connector Products Corporation (“Kyocera Connector Products”), both of which are
wholly-owned consolidated subsidiaries of the Company.
Each of the above mergers will constitute a simplified merger and, accordingly,
certain parts of the disclosure are omitted.
Currently within the Kyocera group, the Company is engaged in development,
manufacture and sale of capacitors and power semiconductor components, etc. while Kyocera Crystal Device and Kyocera Connector Products are engaged in development, manufacture and sale of crystal components and connectors, respectively. The
Company, Kyocera Crystal Device and Kyocera Connector Products are making efforts to expand their electronic device related businesses. In order to achieve further expansion, we believe it is necessary to consolidate the extensive management
resources of the three companies and to establish stronger business structure. Accordingly, we will proceed with the contemplated mergers with the goal of strengthening our overall management basis. By doing so, we aim to enhance new
product development capability and improve productivity through the sharing of manufacturing technologies going forward. We will also strive to expand sales by the consolidation of marketing divisions taking advantage of the broadened product
line-up.
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Meeting of Board of Directors of Kyocera Crystal Device to approve merger agreement:
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November 28, 2016
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Meeting of Board of Directors
of Kyocera Connector Products to approve merger agreement:
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November 28, 2016
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Meeting of Board of Directors
of the Company to approve merger agreements:
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November 28, 2016
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Execution of merger agreements:
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November 28, 2016
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(Note) Each of the Company, Kyocera Crystal Device and Kyocera Connector Products
will undertake this merger without approval of a general shareholders’ meeting pursuant to Article 796, paragraph 2 of the Companies Act (simplified merger) (in the case of the Company) and Article 784, paragraph 1 of the Companies Act (short
form merger) (in the case of Kyocera Crystal Device and Kyocera Connector Products).
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Effective date of mergers:
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April 1, 2017 (Scheduled)
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Application for registration of
mergers in the commercial register:
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April 3, 2017 (Scheduled)
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1
In the mergers, the Company will be the surviving company, and Kyocera
Crystal Device and Kyocera Connector Products will be the dissolving companies.
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(3)
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Distribution relating to mergers
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Each of the mergers is between a parent company and a
wholly-owned subsidiary, and accordingly there will be no distribution of cash, etc. in such mergers.
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(4)
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Treatment of warrants and bonds with warrants in merger
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N/A
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(5)
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Outlines of parties to the mergers (as of September 30, 2016)
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Surviving Company
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Dissolving Companies
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1)
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Name
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Kyocera Corporation
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Kyocera Crystal Device Corporation
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Kyocera Connector Products Corporation
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2)
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Principal Office
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6 Takeda Tobadono-cho,
Fushimi-ku, Kyoto,
Japan
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5850 Higashine-koh Ohaza, Higashine-shi, Yamagata, Japan
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402-1 Nakayama-cho, Midori-ku, Yokohama, Japan
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3)
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Name and Title of
Representative
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Goro Yamaguchi
President and Director
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Shigeaki Kinori
President and Director
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Yoji Date
President and Director
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4)
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Principal
Businesses
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Fine ceramic parts business
Semiconductor parts
business
Applied ceramic products business
Electronic device
business
Telecommunications equipment business, etc.
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Development, manufacture and sale of crystal components
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Development, manufacture and sale of connectors
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5)
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Capital Amount
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115,703 million yen
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16,318 million yen
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400 million yen
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6)
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Date of
Incorporation
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April 1, 1959
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August 12, 1950
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October 14, 1964
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7)
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Number of Shares
Issued and
Outstanding
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377,618,580 shares
(of which 9,903,287 shares
are treasury stock)
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35,172,044 shares
(there is no treasury
stock)
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8,000 shares
(there is no treasury
stock)
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8)
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Fiscal Year End
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March 31
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March 31
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March 31
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9)
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Major Shareholders
and Their Share
Ownership Ratios
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• The Master Trust Bank of Japan, Ltd. (Trust Account) 10.47%
• Japan Trustee Services Bank, Ltd. (Trust Account) 6.83%
• State Street Bank and Trust Company 4.75%
• The Bank of Kyoto, Ltd. 3.93%
• Kazuo Inamori 3.05%
(Shareholding ratios are calculated after deduction of treasury shares)
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Kyocera Corporation 100%
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Kyocera Corporation 100%
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2
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(6)
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Performance and financial condition for most recent fiscal year (year ended March 31, 2016)
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(Millions of Yen)
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Kyocera Corporation
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Kyocera Crystal
Device Corporation
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Kyocera Connector
Products Corporation
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Total Equity
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1,890,882
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24,718
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51,567
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Total Assets
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2,390,223
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33,034
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57,628
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Total Equity per Share (yen)
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5,154.27
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702.76
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6,445,834.32
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Net Sales
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592,979
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25,281
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30,846
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Profit from Operations
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28,147
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(447
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4,745
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Recurring Profit
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94,598
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(302
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8,699
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Net Income
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74,041
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(3,328
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6,997
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Net Income per Share (yen)
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201.82
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(94.62
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874,648.13
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(7)
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Company following mergers
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There will be no change in the trade name, business, location of
headquarters, representative directors, capital amount or fiscal year end of the Company as a result of the mergers.
Because the mergers will be between the Company and wholly-owned subsidiaries
thereof, and the effective date of the mergers is scheduled to be April 1, 2017, the mergers will have no impact on the financial forecast of the Company for the fiscal year ending March 31, 2017.
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3.
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Supplemental information
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(1) Performances of Kyocera Crystal Device for the most recent three fiscal years
ended March 31
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(Millions of Yen)
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Fiscal Years Ended March 31,
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2014
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2015
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2016
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Net Sales
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22,803
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24,240
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25,281
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Loss from Operations
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(2,058
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(2,424
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(447
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Recurring Loss
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(1,990
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(1,779
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(302
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Net Loss
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(7,242
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(2,068
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(3,328
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(2) Performances of Kyocera Connector Products for the most recent three fiscal years ended March 31
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(Millions of Yen)
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Fiscal Years Ended March 31,
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2014
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2015
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2016
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Net Sales
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30,189
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32,776
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30,846
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Profit from Operations
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7,322
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7,171
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4,745
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Recurring Income
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8,552
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8,819
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8,699
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Net Income
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5,664
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6,083
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6,997
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(3) Relationship between Kyocera Crystal Device and the Company
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Capital Relationship:
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Kyocera Crystal Device is a wholly owned consolidated subsidiary of the Company.
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Personal Relationship:
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Two Directors and a member of Audit and Supervisory Board of Kyocera Crystal Device are delegated from the Company. Certain employees of the Company and Kyocera Crystal Device are dispatched to each other.
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Trade Relationship:
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Kyocera Crystal Device rents manufacturing properties and buildings from the Company. The Company provides raw materials to Kyocera Crystal Device and purchases the products from Kyocera Crystal Device. The Company acts for
Kyocera Crystal Device to manage certain portion of Kyocera Crystal Device’s funds.
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(4) Relationship between Kyocera Connector Products and the Company
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Capital Relationship:
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Kyocera Connector Products is a wholly owned consolidated subsidiary of the Company.
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Personal Relationship:
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Two Directors and a member of Audit and Supervisory Board of Kyocera Connector Products are delegated from the Company. Certain employees of the Company and Kyocera Connector Products are dispatched to each other.
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Trade Relationship:
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Kyocera Connector Products rents manufacturing properties and buildings from the Company. The Company purchases the products from Kyocera Connector Products. The Company acts for Kyocera Connector Products to manage certain
portion of Kyocera Connector Products’s funds.
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4
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