Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
2019年6月11日 - 4:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 10, 2019. Registration No. 333-110862
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares
INTERNET INITIATIVE JAPAN INC.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
JAPAN
(Jurisdiction of incorporation or organization
of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its
charter)
240 Greenwich Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
_______________________________
The Bank of New York Mellon
Legal Department
240 Greenwich Street
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Brian D. Obergfell, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3032
It is proposed that this filing become effective
under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been
filed to register the deposited shares, check the following box. [ ]
The prospectus
consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Deposit
Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to
be Registered
Cross Reference Sheet
Item Number and Caption
|
Location in Form of Receipt
Filed Herewith as Prospectus
|
1. Name and address of depositary
|
Introductory Article
|
2. Title of American Depositary Receipts and identity of deposited securities
|
Face of Receipt, top center
|
Terms of Deposit:
|
|
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
|
Face of Receipt, upper right corner
|
(ii) The procedure for voting, if any, the deposited securities
|
Articles number 15, 16 and 18
|
(iii) The collection and distribution of dividends
|
Articles number 4, 12, 14, 15 and 18
|
(iv) The transmission of notices, reports and proxy soliciting material
|
Articles number 11, 15, 16 and 18
|
(v) The sale or exercise of rights
|
Articles number 13, 14, 15 and 18
|
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
|
Articles number 12, 14, 15, 17 and 18
|
(vii) Amendment, extension or termination of the deposit agreement
|
Articles number 20 and 21
|
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
|
Article number 11
|
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
|
Articles number 2, 3, 4, 5, 6, 8 and 22
|
(x) Limitation upon the liability of the depositary
|
Articles number 13, 14, 18, 19 and 21
|
3. Fees and Charges
|
Articles number 7 and 8
|
Item - 2.
Available Information
Public reports furnished by issuer
|
Article number 11
|
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
|
Form of Deposit Agreement dated as of August 9, 1999, as amended and restated as of December 2, 2003 among Internet Initiative Japan Inc., The Bank of New York Mellon (formerly known as The Bank of New York), as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
|
b.
|
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
|
c.
|
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.
|
d.
|
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Previously filed.
|
e.
|
Certification under Rule 466. - Not Applicable.
|
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary
in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer
of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made
generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes
to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to
deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of depositary shares thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on __________, 2019.
Legal entity created by the agreement
for the issuance of depositary shares representing shares of common stock, of Internet Initiative Japan Inc.
By:
|
The Bank of New York Mellon
|
|
As Depositary
|
|
|
|
|
|
By:
|
/s/ Robert
W. Goad
|
|
Name:
|
Robert W. Goad
|
|
Title:
|
Managing Director
|
Pursuant to the requirements
of the Securities Act of 1933, Internet Initiative Japan Inc. has caused this Registration Statement to be signed on its behalf
by the undersigned thereunto duly authorized, in Tokyo, Japan, on June 10, 2019.
INTERNET INITIATIVE JAPAN INC.
|
|
|
By:
|
/s/ Koichi
Suzuki
|
Name:
|
Koichi Suzuki
|
Title:
|
President, Chief Executive Officer
|
|
and representative Director
|
Each person whose signature appears below hereby
constitutes and appoints Koichi Suzuki, Eijiro Katsu and Akihisa Watai, and each of them severally, his or her true and lawful
attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities
the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection
therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to
act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every
act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as
fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact,
or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated
on June 10, 2019.
/s/ Koichi
Suzuki
|
|
Chairman, Chief Executive Officer and
|
Koichi Suzuki
|
|
Representative Director
|
|
|
(principal executive officer)
|
|
|
|
|
|
|
/s/ Eijiro
Katsu
|
|
President, Chief Operating Officer and
|
Eijiro Katsu
|
|
Representative Director
|
|
|
|
|
|
|
|
|
|
/s/ Hideshi
Hojo
|
|
Senior Managing Director
|
Hideshi Hojo
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Takeshi
Kikuchi
|
|
Senior Managing Director
|
Takeshi Kikuchi
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Akihisa
Watai
|
|
Managing Director, Chief Financial Officer and
|
Akihisa Watai
|
|
Chief Accounting Officer
|
|
|
(principal financial and accounting officer)
|
|
|
|
|
|
|
/s/ Tadashi
Kawashima
|
|
Managing Director
|
Tadashi Kawashima
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Junichi
Shimagami
|
|
Director
|
Junichi Shimagami
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Yasurou Tanahashi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Shingo Oda
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Tadashi Okamura
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Takashi Tsukamoto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Shinobu Umino
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Toshinori Iwasawa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Yasumitsu
Iizuka
|
|
IIJ America Inc.
|
Yasumitsu Iizuka
|
|
President and Chief Executive Officer
|
|
|
Authorized Representative in the United States
|
|
|
|
|
|
|
INDEX TO EXHIBITS
Exhibit
Number
|
Exhibit
|
|
|
1
|
Form of Deposit Agreement dated as of August 9, 1999, as amended and restated as of December 2, 2003 among Internet Initiative Japan Inc., The Bank of New York Mellon (formerly known as The Bank of New York), as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder.
|
Internet Initiative Japan (PK) (USOTC:IIJIY)
過去 株価チャート
から 10 2024 まで 11 2024
Internet Initiative Japan (PK) (USOTC:IIJIY)
過去 株価チャート
から 11 2023 まで 11 2024