(Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.)
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): __ )
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation 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.)
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-__ )
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, thereunto duly authorized.
Ricoh Company, Ltd.
(Registrant)
By: /S/ Zenji Miura
------------------------------
Zenji Miura
Deputy President and
Chief Financial Officer
January 31, 2013
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[LOGO FASF]
January 31, 2013
Company Name Ricoh Company, Ltd.
President and C.E.O. Shiro Kondo
(Code Number: 7752 First Section of the Tokyo Stock
Exchange, Osaka Securities Exchange, Nagoya Stock
Exchange Inc., Fukuoka Stock Exchange, and Sapporo
Securities Exchange)
Contact: Yutaka Kaneko, General Manager, PR Department
Tel. 03-6278-5228
NOTIFICATION REGARDING THE REORGANIZATION OF DOMESTIC DESIGN/PRODUCTION
FUNCTIONS
At the today's meeting of the Board of Directors of our Company, the
reorganization of domestic design/production functions was decided, and we are
now notifying you of the details of this decision.
For this reorganization, the absorption-type split causes RICOH Technologies
COMPANY, LTD., which is a wholly-owned subsidiary of Ricoh Company, Ltd., to
succeed some portion of the design functions of the company.
At the same time, the absorption-type split causes RICOH Industry Co., Ltd.,
which is a wholly-owned subsidiary of Ricoh Company, Ltd., to succeed some
portion of the production functions of the company.
I. OBJECTIVE OF THE REORGANIZATION
1. Design Functions
By transferring the design functions of Tohoku Ricoh Co., Ltd., Ricoh
Unitechno Co., Ltd., and Ricoh Elemex Corporation and some portion of
the design functions of Ricoh Company, Ltd., to the new company, the
Company aims to maximize the design efficiency and development
capability through the construction of a development system and
mechanism unrestricted by the boundaries of companies and organizations.
As a result, development productivity will be further pursued in the
main business field, and low cost engineering capacity will be improved,
along with strengthening customer service. In addition, the Company will
accelerate the construction of a system that can invest resources in new
business fields, growth and reinforcement.
2. Production Functions
By transferring the production functions of Tohoku Ricoh Co., Ltd.,
Ricoh Printing Systems, Ltd., and Ricoh Unitechno Co., Ltd., and some
portion of the production functions of Ricoh Company, Ltd., to the new
company, the Company aims to reorganize the system to permit effective
utilization of the overall management resources of the Ricoh Group. The
aim of the new company is to strengthen human resource development and
its collective capability to succeed, carry over and develop the
manufacturing technologies of the Ricoh Group globally, as a leading
manufacturing company that can also contribute to enhancing technical
development in the next generation,
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including products, key parts and new business fields.
II. SUMMARY OF THE REORGANIZATION
1) Partial Business Transfer to RICOH Technologies COMPANY, LTD.
1. Summary of the Absorption-Type Split
(1) Timetable for the Company Split
Meeting of the Board of Directors (Approval of the Agreement for the
Company Split)
January 31, 2013
Conclusion of the Agreement for the Company Split
January 31, 2013
Scheduled date of the Company Split (Effective Date of the Company Split)
April 1, 2013
Note:Since the company split satisfies the conditions described under
Article 784, paragraph 3 of the Company Act, obtaining approval at
the Company's general meeting of shareholders concerning the Split
Agreement of the Company is not required.
(2) Method of Company Split
(a) Method of Company Split
This is an absorption-type split in which Ricoh will be the Splitting
Company and RICOH Technologies COMPANY, LTD. will be the Successor
Company.
(b) Reasons for Adopting the Absorption-Type Split
The absorption-type split is adopted from the perspectives of
reorganization speed within the group targeted wholly-owned subsidiaries
of Ricoh Company, Ltd., and convenience of the legal procedures.
(3) Share Allocation
This is an absorption-type split with no allocation of shares or other
property to the Successor Company.
(4) Subscription Rights and Bonds with Subscription Rights
Ricoh has not issued subscription rights and bonds with subscription
rights.
(5) Decrease in Capital Due to the Company Split
There will be no change in the capital of the Company as a result of the
split.
(6) Rights and Obligations to be Transferred to the Successor Company
All assets, liabilities, status of agreement, and other rights and
obligations of the Company related to the businesses to be split
(businesses stipulated in (II1) 3 (1) shall be transferred to the
Successor Company, RICOH Technologies COMPANY, LTD., as of the effective
date of this company split.
(7) Expected Performance of Obligation
Since sufficient net assets are expected to be secured after the effective
date of the company split, there are no concerns regarding the fulfillment
of obligations by the Company and RICOH Technologies COMPANY, LTD..
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2. Overview of the Parties of the Company Split
As of December 31, 2012
(1) Corporate Name Ricoh Company, Ltd. RICOH Technologies COMPANY, LTD.
(Splitting Company) (Successor Company)
(2) Business Development/manufacturing/sales and Development/design, sales, etc. of
service of OA equipment, optical peripheral equipment and consumable
equipment and other devices parts for OA equipment, optical
equipment and printers
(3) Date of Establishment February 6, 1936 December 19, 2012
(4) Headquarters 1-3-6 Nakamagome, Oota-ku, Tokyo 810 Shimo-Izumi, Ebina-shi, Kanagawa
Prefecture
(5) Representative Shiro Kondo, President and C.E.O. Minoru Saito, President
(6) Capital 135,364 million yen 10 million yen
(7) Number of Total Shares 744,912,078 shares 200 shares
Issued *
(8) Net Assets * 904,600 million yen (consolidated) 10 million yen
(9) Total Assets * 2,343,072 million yen (consolidated) 10 million yen
(10) Accounting Date March 31 March 31
(11) Major Shareholders and Percentage of The Master Trust Bank of Japan (Trust Ricoh Company, Ltd.
Shares Held * Account) 11.38% 100.00%
Japan Trustee Services Bank, Ltd. (Trust
account) 9.35%
Nippon Life Insurance Company 4.94%
Japan Trustee Services Bank, Ltd. (Trust
account 9) 3.67%
Bank of Tokyo-Mitsubishi UFJ 2.89%
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3. Overview of the Business Units to be Split
(1) Details of the Business Units to be Split
In the business of Design and Development related to image system equipment,
design of peripheral equipment, recycled equipment, wide electrophotographic
cameras and packaging, and direct sales of printers
(2)Operating Results of the Business Units to Be Split (ending March 31, 2012)
Results of the
businesses to be split
Operating revenue
(million yen) 630
(3) Breakdown Showing the Assets and Liabilites to be Transferred, as well as
the Amounts (As of December 31, 2012)
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Assets Liabilities
---------------------------------------- ----------------------------------------
Item Book Value Item Book Value
Current Assets (million yen) 15 Current Assets (million yen) 42
Fixed Assets (million yen) 62 Fixed Assets (million yen) 0
Total (million yen) 78 Total (million yen) 42
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Note: The amount of assets and liablities to be transferred will be
finalized after making adjustments of the increase or decrease to the amount
stated above by the effective date of the company split.
(4) Status of the Company Following the Split
There will be no change in the title, business operation, headquarters
location, representatives, capital stock or accounting period as a
result of the company split.
(5)Impact on Business Results
The company split will have no impact on the conslidated business
performance.
The impact of the company split on the non-conslidated business
performance is expected to be negligible.
2) PARTIAL BUSINESS TRANSFER TO RICOH INDUSTRY CO., LTD.
1. Summary of the Company Split
(1)Timetable for the Company Split
Meeting of the Board of Directors (Approval of the Agreement for the
Company Split)
January 31, 2013
Conclusion of the Agreement for the Company Split
January 31, 2013
Scheduled date of the Company Split (Effective Date of the Company Split)
April 1, 2013
Note: Since the company split satisfies the conditions described under
Article 784, paragraph 3 of the Company Act, obtaining approval at the
Company's general meeting of shareholders concerning the Split Agreement of
the Company is not required.
(2)Method of Company Split
(a) Method of Company Split
This is an absorption-type split in which Ricoh will be the Splitting
Company and RICOH Industry Co., Ltd. will be the Successor Company.
(b) Reasons for Adopting the Absorption-Type Split
The absorption-type split is adopted from the perspectives of
reorganization speed within the group targeted wholly-owned subsidiaries
of the Ricoh Company, Ltd., and convenience of the legal procedures.
(3) Share Allocation
This is an absorption-type company split with no allocation of shares or
other property to the Successor Company.
(4)Subscription Rights and Bonds with Subscription Rights
Ricoh has not issued subscription rights and bonds with subscription
rights.
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(5) Decrease in Capital Due to the Company Split
There will be no change in the capital of the Company as a result of the
split.
(6)Rights and Obligations to be Transferred to the Successor Company
All assets, liabilities, status of agreement, and other rights and
obligations of the Company related to the businesses to be split
(businesses stipulated in (II2) 3 (1) shall be transferred to the
Successor Company, RICOH Industry Co., Ltd., as of the effective date of
this company split.
(7) Expected Performance of Obligation
Since sufficient net assets are expected to be secured after the effective
date of the company split, there are no concerns about the fulfillment of
obligations by the Company and RICOH Industry Co., Ltd.
2. Overview of the Parties of the Company Split
As of December 31, 2012
(1) Corporate Name Ricoh Company, Ltd. RICOH Industry Co., Ltd.
(Splitting Company) (Successor Company)
(2) Business Development/manufacturing/sales and Manufacturing and sales of OA
service of OA equipment, optical equipment, optical equipment printers and
equipment and other devices their peripheral equipment, consumable
products, etc., and development, design,
manufacturing and sales of industrial-use
electric machinery, materials, and parts.
(3) Date of Establishment February 6, 1936 December 19, 2012
(4) Headquarters 1-3-5 Nakamagome, Oota-ku, Tokyo 1005 Shimoogino, Atsugi-shi,
Kanagawa Prefecture
(5) Representative Shiro Kondo, President and C.E.O. Masayuki Ishihara, President
(6) Capital 135,364 million yen * 100 million yen
(7) Number of Total Shares Issued * 744,912,078 shares 200 shares
(8) Net Assets * 904,600 million yen (consolidated) 10 million yen
(9) Total Assets * 2,343,072 million yen (consolidated) 10 million yen
(10) Accounting Date March 31 March 31
(11) Major Shareholders and Percentage of The Master Trust Bank of Japan Ricoh Company, Ltd. 100.00%
Shares Held * (Trust Account) 11.38%
Japan Trustee Services Bank, Ltd.
(Trust account) 9.35%
Nippon Life Insurance
Company 4.94%
Japan Trustee Services Bank, Ltd.
(Trust account 9) 3.67%
Bank of Tokyo-Mitsubishi UFJ 2.89%
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* Current Capital is 10 million yen. It is due to change into 100 million yen
from April 2013.
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3. Overview of the Business Units to be Split
(1) Details of the Business Units to be Split
Businesses in Japan related to image system equipment and their parts:
1) Mass production, maintaining mass production and development of
production technologies
2) Design of dies, jigs and machines related to production and their
manufacturing
(2) Operating Results of the Business Units to be Split (Ending March 31, 2012)
Results of businesses to
be split
Operating revenues
(million yen) 236
(3) Breakdown Showing the Assets and Liabilities to be Transferred, as well as
the Amounts (As of December 31, 2012)
Assets Liabilities
----------------------------------------- ----------------------------------------
Item Book Value Item Book Value
Current Assets (million yen) 1,694 Current Assets (million yen) 398
Fixed Assets (million yen) 1,428 Fixed Assets (million yen) 0
Total (million yen) 3,123 Total (million yen) 398
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Note: The amount of assets and liabilities to be transferred will be
finalized after making adjustments of the increase or decrease to the amount
stated above by the effective date of the company split.
(4) Status of the Company Following the Split
There will be no change in the title, business operation, headquarters
location, representatives, capital stock, or accounting period as a
result of the company split.
(5) Impact on Business Performance
The company split will have no impact on the consolidated business
performance.
The impact of the company split on the non-consolidated business
performance is expected to be negligible.
III. FUTURE OUTLOOK
Both reorganizations will take place between the Company and a wholly-owned
consolidated subsidiary of the Company, and the impact of the company split on
the consolidated business performance of the Company will be negligible. For
the midterm, higher efficiency of the entire group will be promoted through
this reorganization, and the system to achieve higher profit will be
constructed to maximize the corporate value of the entire group.
End
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