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Kyocera 6-K 2016

Documents found in this filing:

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

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):  ☐


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/ SHOICHI AOKI

Shoichi Aoki
Director,
Managing Executive Officer and
General Manager of
Corporate Financial and Accounting Group

Date: November 28, 2016


Table of Contents

Information furnished on this form:

EXHIBITS

 

Exhibit

Number

    
1.    Notice Relating to Mergers within Electronic Devices Business of Kyocera Group


Table of Contents

November 28, 2016

To All Persons Concerned,

 

Name of Company:    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 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.

 

1. Purpose of merger

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.

 

2. Outline of mergers

 

(1) Schedule of mergers

 

Meeting of Board of Directors of Kyocera Crystal Device to approve merger agreement:

   November 28, 2016

 

Meeting of Board of Directors of Kyocera Connector Products to approve merger agreement:

   November 28, 2016

 

Meeting of Board of Directors of the Company to approve merger agreements:

   November 28, 2016

 

Execution of merger agreements:

  

 

November 28, 2016

 

  (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).

  

 

Effective date of mergers:

   April 1, 2017 (Scheduled)

 

Application for registration of mergers in the commercial register:

   April 3, 2017 (Scheduled)

 

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Table of Contents
(2) Method of mergers

In the mergers, the Company will be the surviving company, and Kyocera Crystal Device and Kyocera Connector Products will be the dissolving companies.

 

(3) Distribution relating to mergers

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.

 

(4) Treatment of warrants and bonds with warrants in merger

N/A

 

(5) Outlines of parties to the mergers (as of September 30, 2016)

 

         

Surviving Company

  

Dissolving Companies

1)    Name    Kyocera Corporation    Kyocera Crystal Device Corporation    Kyocera Connector Products Corporation
2)    Principal Office   

6 Takeda Tobadono-cho,

Fushimi-ku, Kyoto, Japan

   5850 Higashine-koh Ohaza, Higashine-shi, Yamagata, Japan    402-1 Nakayama-cho, Midori-ku, Yokohama, Japan
3)   

Name and Title of

Representative

  

Goro Yamaguchi

President and Director

  

Shigeaki Kinori

President and Director

  

Yoji Date

President and Director

4)   

Principal

Businesses

  

Fine ceramic parts business

Semiconductor parts business

Applied ceramic products business

Electronic device business

Telecommunications equipment business, etc.

   Development, manufacture and sale of crystal components    Development, manufacture and sale of connectors
5)    Capital Amount    115,703 million yen    16,318 million yen    400 million yen
6)   

Date of

Incorporation

   April 1, 1959    August 12, 1950    October 14, 1964
7)   

Number of Shares

Issued and

Outstanding

  

377,618,580 shares

(of which 9,903,287 shares are treasury stock)

  

35,172,044 shares

(there is no treasury stock)

  

8,000 shares

(there is no treasury stock)

8)    Fiscal Year End    March 31    March 31    March 31
9)   

Major Shareholders

and Their Share

Ownership Ratios

  

•    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)

   Kyocera Corporation 100%    Kyocera Corporation 100%

 

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Table of Contents
(6) Performance and financial condition for most recent fiscal year (year ended March 31, 2016)

 

                   (Millions of Yen)  
     Kyocera Corporation      Kyocera Crystal
Device Corporation
     Kyocera Connector
Products Corporation
 

Total Equity

     1,890,882         24,718         51,567   

Total Assets

     2,390,223         33,034         57,628   

Total Equity per Share (yen)

     5,154.27         702.76         6,445,834.32   

Net Sales

     592,979         25,281         30,846   

Profit from Operations

     28,147         (447      4,745   

Recurring Profit

     94,598         (302      8,699   

Net Income

     74,041         (3,328      6,997   

Net Income per Share (yen)

     201.82         (94.62      874,648.13   

 

(7) Company following mergers

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.

 

(8) Forecasts

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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Table of Contents
3. Supplemental information

(1) Performances of Kyocera Crystal Device for the most recent three fiscal years ended March 31

 

                                                              
     (Millions of Yen)  
     Fiscal Years Ended March 31,  
   2014      2015      2016  

Net Sales

     22,803         24,240         25,281   

Loss from Operations

     (2,058      (2,424      (447

Recurring Loss

     (1,990      (1,779      (302

Net Loss

     (7,242      (2,068      (3,328

(2) Performances of Kyocera Connector Products for the most recent three fiscal years ended March 31

 

                                                              
     (Millions of Yen)  
     Fiscal Years Ended March 31,  
   2014      2015      2016  

Net Sales

     30,189         32,776         30,846   

Profit from Operations

     7,322         7,171         4,745   

Recurring Income

     8,552         8,819         8,699   

Net Income

     5,664         6,083         6,997   

(3) Relationship between Kyocera Crystal Device and the Company

 

        Capital Relationship:    Kyocera Crystal Device is a wholly owned consolidated subsidiary of the Company.

        Personal Relationship:

   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.
        Trade Relationship:    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.

(4) Relationship between Kyocera Connector Products and the Company

 

        Capital Relationship:    Kyocera Connector Products is a wholly owned consolidated subsidiary of the Company.
        Personal Relationship:    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.
        Trade Relationship:    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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