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Kyocera 6-K 2005

Documents found in this filing:

  1. 6-K
  2. 6-K
Form 6-K
Table of Contents

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 June 2005

 

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): ___

 

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-


Table of Contents

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/    AKIHIKO TOYOTANI        

Akihiko Toyotani

General Manager of Finance Division

 

Date: June 29, 2005

 


Table of Contents

Information furnished on this form:

 

EXHIBITS

 

Exhibit Number

 

1.    Notice of Resolution for the 51st Ordinary General Meeting of Shareholders

 


Table of Contents

(Translation)

 

June 28, 2005

 

To Our Shareholders:

 

         

Makoto Kawamura, President and Director

Kyocera Corporation

6 Takeda Tobadono-cho, Fushimi-ku, Kyoto

 

Notice of Resolution for the 51st Ordinary General Meeting of Shareholders

 

We hereby give notice that the matters set forth below were reported or resolved at the 51st Ordinary General Meeting of Shareholders, which was held on the date hereof.

 

Matters reported:

 

1. The business report, consolidated balance sheet, consolidated statement of income, non-consolidated balance sheet and non-consolidated statement of income, with respect to the fiscal period from April 1, 2004 to March 31, 2005 (fiscal 2005)

 

2. Audit report of Independent Auditors and audit report of Board of Corporate Auditors on the consolidated financial statements

 

The contents of 1. and 2. above were reported.

 

Matters resolved:

 

Agendum No. 1: Approval of proposed appropriation of retained earnings for fiscal 2005

 

It was resolved, as proposed by the Company, that the amount of cash dividend to shareholders should be 50 yen per share.

 

Agendum No. 2: Amendments to the Articles of Incorporation

 

It was resolved, as proposed by the Company.

 

Please see “Amendments to the Articles of Incorporation” below for amendments adopted.

 

Agendum No. 3: Election of thirteen (13) Directors

 

Messrs. Kensuke Itoh, Yasuo Nishiguchi, Masahiro Umemura, Michihisa Yamamoto, Yuzo Yamamura, Naoyuki Morita, Koji Seki, Noboru Nakamura, Isao Kishimoto, Hisao Hisaki, Rodney Lanthorne and John Gilbertson were re-elected and assumed office as Directors. Mr. Makoto Kawamura was newly elected and assumed office as Director.

 

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Table of Contents

Agendum No. 4: Election of two (2) Corporate Auditors

 

Messrs. Yoshihiko Nishikawa and Shigekazu Tamura were newly elected and assumed office as Corporate Auditors.

 

Agendum No. 5: Payment of retirement allowance to a retiring Director

 

It was resolved, as proposed by the Company, that the Company would pay retirement allowance to a retiring Director, Mr. Kazuo Inamori, in an amount reasonable and in accordance with the standards prescribed by the Company.

 

It was also resolved that the particular amount, timing and method of payment of such allowance shall be determined by resolution of the Board of Directors.

 

Agendum No. 6: Payment of retirement allowance to a retiring Corporate Auditor

 

It was resolved, as proposed by the Company, that the Company would pay retirement allowance to a retiring Corporate Auditor, Mr. Atsushi Mori, in an amount reasonable and in accordance with the standards prescribed by the Company.

 

It was also resolved that the particular amount, timing and method of payment of such allowance shall be determined through discussion among the Corporate Auditors.

 

Agendum No. 7: Revision of the amount of remuneration to Directors

 

It was resolved, as proposed by the Company, that the aggregate remuneration to the Directors of the Company shall be reduced to the amount of no more than 30 million yen per month (excluding salaries for services as employees or Executive Offices, in the event that any certain Directors also serve simultaneously as employees or Executive Officers).

 

Agendum No. 8: Issuance of stock acquisition rights for granting stock options

 

It was resolved, as proposed by the Company, that in order to grant stock options to Directors, Corporate Auditors, Executive Officers and employees of the Company and its subsidiaries, the Company would issue stock acquisition rights pursuant to Articles 280-20 and 280-21 of the Commercial Code.

 

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Table of Contents

Attachment to the Notice of Resolution

 

Amendments to the Articles of Incorporation

 

The resolved amendments are as follows:

 

(The underlined portion indicates the amendment.)

 

Before Amendment


 

After Amendment


Article 4. Public Notices   Article 4. Public Notices

Public notices by the Company shall appear in The Nihon Keizai Shimbun.

 

Public notices by the Company shall be made by electronic public notice, provided, however, that if, due to accident that makes the use of the electronic public notice impossible or other unavoidable reason, electronic public notices can not be made, public notices by the Company shall appear in The Nihon Keizai Shimbun.

Article 18. Number of Directors   Article 18. Number of Directors

The Company shall have not more than forty-five Directors.

 

The Company shall have not more than twenty Directors.

Article 21. Election of Executive Directors and Appointment of Counsellors and Advisors   Article 21. Executive Directors and Chairman Emeritus, Advisors and Counsellors

1.      The Board of Directors may appoint, by resolution, a Chairman Emeritus of the Board of Directors, a Chairman of the Board of Directors, a President and Director, several Vice-Chairmen and Directors, Executive Vice-Presidents and Directors, Senior Managing Directors, Managing Directors and Advisors and Directors.

 

1.      The Board of Directors may appoint, by resolution, a Chairman of the Board of Directors, a President and Director, several Vice-Chairmen and Directors, Executive Vice-Presidents and Directors, Senior Managing Directors, Managing Directors and Advisors and Directors.

<Newly added>  

2.      The Board of Directors may appoint, by resolution, a Chairman Emeritus.

2. The Board of Directors may appoint, by resolution, Counsellors and Advisors.

 

3.      The Board of Directors may appoint, by resolution, Advisors and Counsellors.

 

As a result of amendment to Article 4 of the Articles of Incorporation, the Company’s public notices by the Company shall be made by electronic public notice. The address of the Internet website of the Company on which the electronic public notice shall be made is as follows:

 

http://www.kyocera.co.jp

 

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Table of Contents

Management Structure

 

The management structure of the Company as of June 28, 2005 is as follows:

 

Title


 

Name


   
Chairman Emeritus   Kazuo Inamori    
Directors and Corporate Auditors        
Advisor and Director   Kensuke Itoh    
Chairman of the Board and Representative Director   Yasuo Nishiguchi    
Vice Chairman and Representative Director   Masahiro Umemura    
President and Representative Director   Makoto Kawamura   (Newly-elected)
Director   Yuzo Yamamura    
Director   Naoyuki Morita    
Director   Koji Seki    
Director   Michihisa Yamamoto    
Director   Noboru Nakamura    
Director   Isao Kishimoto    
Director   Hisao Hisaki    
Director   Rodney Lanthorne    
Director   John Gilbertson    
Full-time Auditor   Yasuo Akashi    
Full-time Auditor   Yoshihiko Nishikawa   (Newly-elected)
Corporate Auditor   Osamu Nishieda    
Corporate Auditor   Shinji Kurihara    
Corporate Auditor   Shigekazu Tamura   (Newly-elected)

 

(Note) Messrs. Osamu Nishieda, Shinji Kurihara and Shigekazu Tamura are outside Corporate Auditors as required under paragraph 1, Article 18 of the Law regarding Exceptional Rules of the Commercial Code of Japan concerning Auditing, etc. of Kabushiki-Kaisha.

 

Executive Officers

 

Chief Executive Officer (CEO)

  Yasuo Nishiguchi    
Chief Financial Officer (CFO)   Masahiro Umemura    
Chief Operating Officer (COO)   Makoto Kawamura    
Senior Managing Executive Officer   Isao Yukawa    
Managing Executive Officer   Tatsumi Maeda    
Managing Executive Officer   Hisashi Sakumi    
Managing Executive Officer   Tsutomu Yamori    
Managing Executive Officer   Takashi Itoh    
Managing Executive Officer   Tetsuo Kuba    
Managing Executive Officer   Osamu Nomoto    
Managing Executive Officer   Eiichi Toriyama    
Senior Executive Officer   Akiyoshi Okamoto    
Senior Executive Officer   Keijiro Minami    
Senior Executive Officer   Goro Yamaguchi    
Senior Executive Officer   Yasushi Matsumura    
Senior Executive Officer   Tetsuo Okada   (Newly-elected)

 

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Table of Contents

Title


 

Name


   
Executive Officer   Yoshihito Ota    
Executive Officer   Yasuyuki Yamamoto    
Executive Officer   Junichi Jinno    
Executive Officer   Gen Takayasu    
Executive Officer   Nobuhiro Ochiai    
Executive Officer   Junzo Katsuki    
Executive Officer   Yukihiro Takarabe    
Executive Officer   Takashi Naruko    
Executive Officer   Masakazu Mitsuda    
Executive Officer   Toshimi Gejima    
Executive Officer   Michiaki Furuhashi    
Executive Officer   Mitsuru Imanaka   (Newly-elected)
Executive Officer   Shoichi Aoki   (Newly-elected)
Executive Officer   Hiroshi Togi   (Newly-elected)
Executive Officer   Yoshihiro Kano   (Newly-elected)
Executive Officer   Yoichi Yamashita   (Newly-elected)
Executive Officer   Robert Whisler   (Newly-elected)
Executive Officer   John Rigby   (Newly-elected)

 

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