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 2009
COMMISSION FILE NUMBER 2 - 68279
RICOH COMPANY, LTD.
-------------------
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
13-1, GINZA 8-CHOME, CHUO-KU, TOKYO 104-8222, JAPAN
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(Indicate by check mark whether the registrant files or will file annual
reports under cover 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 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.)
Yes [ ] No [X]
(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)
Date: June 25, 2009 By:
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Name: Takashi Nakamura
Title: Director
Corporate Excutive Vice President
CHO(Chief Human Resource Officer)
General Manager of personnel
Division
(TRANSLATION)
(Securities Code: 7752)
June 25, 2009
NOTICE OF RESOLUTION
AT THE 109TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
Ricoh Company, Ltd. hereby informs you of the reports submitted and resolutions
reached at its 109th Ordinary General Meeting of Shareholders.
Yours faithfully,
Shiro Kondo,
Representative Director,
President and Chief Executive Officer
Ricoh Company, Ltd.
1-3-6 Nakamagome, Ohta-ku, Tokyo
REPORTED ITEMS
1. The Business Report, Consolidated Financial Statements and the results
of auditing consolidated financial statements by Accounting Auditors and
the Board of Corporate Auditors for the fiscal year ended March 31, 2009
(from April 1, 2008 to March 31, 2009) were reported.
2. The Non-Consolidated Financial Statements for the fiscal year ended
March 31, 2009 (from April 1, 2008 to March 31, 2009) were reported.
RESOLVED ITEMS
Agenda 1: Appropriation of retained earnings - Approved as proposed. (The
year-end dividend is Yen 15 per share.)
Agenda 2: Partial amendments to the Articles of Incorporation - Approved as
proposed.
Please refer to pages 3 to 5 for the contents of amendment.
Agenda 3: Election of one (1) Corporate Auditor - Approved as proposed,
with the new election and appointment of Mr. Yuji Inoue. He has
assumed the office.
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Agenda 4: Election of one (1) Substitute Corporate Auditor - Approved as
proposed, with the reelection and reappointment of Mr. Kiyohisa
Horie.
Mr. Kiyohisa Horie is a Substitute Corporate Auditor for
Outside Corporate Auditor.
Agenda 5: Payment of bonuses to Directors - Approved as proposed, with the
resolution that bonuses amounting to Yen 84.8 million be paid to
the incumbent nine (9) Directors (excluding Outside Directors) as
of the end of the fiscal year under review.
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PAYMENT OF DIVIDENDS
It was resolved at the meeting to pay a year-end dividend of Yen 15 per
share (Yen 33 for the full fiscal year). Please review the enclosed dividend
warrant to receive the dividend payment within the payment period(from June 26,
2009 to July 31, 2009).
We have enclosed for your attention a dividend account statement and a
remittance notice for shareholders who have specified a bank account transfer,
and a dividend account statement and a notice on how to receive your dividend
for shareholders who have specified the system of dividend allotment in
proportion to the number of shares held.
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CONTENTS OF AMENDMENT TO THE ARTICLES OF INCORPORATION
Contents of amendment are as follows:
(The parts underlined are those amended.)
BEFORE AMENDMENT AFTER AMENDMENT
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CHAPTER II. SHARES CHAPTER II. SHARES
(Total Number of Issuable Shares) (Total Number of Issuable Shares)
Article 6. The total number of Article 6. The Company shall issue
issuable shares by the -----------------------
Company is one billion and shares and the total
five hundred million ----------
(1,500,000,000) shares. number of issuable
shares by the Company is
one billion and five
hundred million
(1,500,000,000).
(Issuance of Share Certificates) (Deleted)
--------------------------------
Article 7. The Company shall issue
------------------------------------
share certificates for
----------------------
the shares.
-----------
(Purchase of Treasury Stocks) (Purchase of Treasury Stocks)
Article 8. The Company may acquire Article 7. (Same as left/no change)
- -
the shares of its own
stocks by a resolution of
the Board of Directors
pursuant to Paragraph 2,
Article 165 of the
Corporation Law.
(Number of Shares Constituting One (Number of Shares Constituting One
Unit and Non-Issuance of Certificates Unit)
-------------------------------- Article 8. (Same as left/no change)
for Less-Than-One-Unit Shares) -
------------------------------
Article 9. The number of shares
-
constituting one unit of
shares of the Company
shall be one thousand
(1,000) shares.
2. Notwithstanding the 2. (Deleted)
-------------------
provisions of
-------------
Article 7, the Company
----------------------
shall not issue any
-------------------
certificates for
----------------
less-than-one-unit
------------------
shares, unless
--------------
otherwise provided for
----------------------
in the Share Handling
---------------------
Regulations.
------------
(Rights Concerning Less-Than-One-Unit (Rights Concerning Less-Than-One-Unit
Shares) Shares)
Article 10. A shareholder (including Article 9. A shareholder of the
-- ---------- - Company shall not
the beneficial exercise any rights
-------------- other than those
shareholder; the same described below with
--------------------- respect to the
applies hereinafter) less-than-one-unit
-------------------- shares held by it.
of the Company shall not
exercise any rights other
than those described below
with respect to the
less-than-one-unit shares
held by it.
i) Right described in each i)
Item of Paragraph 2, to (Same as left/no change)
Article 189 of the iv)
Corporation Law.
ii) Right to make a request
under the provision of
Paragraph 1, Article 166
of the Corporation Law.
iii) Right to receive
allocation of offered
shares and allocation of
offered stock purchase
warrants in accordance
with the number of
shares held by the
shareholder.
(iv) Right to make a request
provided for in the
following Article.
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BEFORE AMENDMENT AFTER AMENDMENT
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(Sale of Shares Constituting (Sale of Shares Constituting
Less-Than-One-Unit Shares to Less-Than-One-Unit Shares to
Constitute One Unit) Constitute One Unit)
Article 11. A shareholder of the Article 10. (Same as left/no change)
-- --
Company may request that
the Company sell such
number of shares as may,
together with the number
of less-than-one-unit
shares held by the
shareholder, constitute
one unit of shares, in
accordance with the
Share Handling
Regulations.
(Administrator of Register of (Administrator of Register of
Shareholders) Shareholders)
Article 12. Article 11.
-- --
1. The Company shall have 1. (Same as left/no
an administrator of change)
the register of
shareholders.
2. The administrator of 2. (Same as left/no
the register of change)
shareholders and its
handling office shall
be determined by
resolution of the
Board of Directors and
public notice shall be
given thereof.
3. The register of 3. The register of
shareholders shareholders and the
(including the ---
-------------- register of stock
register of beneficial purchase warrants of
---------------------- the Company shall be
shareholders; the same prepared and kept, and
---------------------- all other business
applies hereinafter), pertaining to the
--------------------- register of
the register of stock shareholders and the
purchase warrants ---
and the register of register of stock
------------------- purchase warrants
the lost share shall be handled by
-------------- the administrator of
certificates of the the register of
------------ shareholders and not
Company shall be by the Company.
prepared and kept, and
all other business
pertaining to the
register of
shareholders, the
register of stock
purchase warrants
and the register of
-------------------
the lost share
--------------
certificates shall be
------------
handled by the
administrator of the
register of
shareholders and not
by the Company.
(Share Handling Regulations) (Share Handling Regulations)
Article 13. The business and the Article 12. (Same as left/no change)
-- --
service charges
pertaining to the shares
of the Company shall be
subject to laws,
ordinances or these
Articles of
Incorporation and the
Share Handling
Regulations established
by the Board of
Directors.
CHAPTER III. GENERAL MEETING OF CHAPTER III. GENERAL MEETING OF
SHAREHOLDERS SHAREHOLDERS
Article 14. Article 13.
-- --
to (Omitted) to (Same as left/no change)
Article 43. Article 42.
-- --
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BEFORE AMENDMENT AFTER AMENDMENT
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(Newly added) SUPPLEMENTARY PROVISION
(Newly added) Article 1. The Company's register
-----------------------------------
of lost share
-------------
certificates shall be
---------------------
kept in the place of
--------------------
business of the
---------------
administrator of
----------------
register of
-----------
shareholders. The
-----------------
services related to
-------------------
entry and recording in
----------------------
register of lost share
----------------------
certificates shall be
---------------------
entrusted to the
----------------
administrator of
----------------
register of shareholders
------------------------
and shall not be
----------------
performed by the Company.
-------------------------
(Newly added) Article 2. Recording in the
-----------------------------
Company's register of
---------------------
lost share certificates
-----------------------
shall be governed by
--------------------
laws and ordinances,
--------------------
Articles of
-----------
Incorporation, or the
---------------------
Share Handling
--------------
Regulations established
-----------------------
by the Board of
---------------
Directors.
----------
(Newly added) Article 3. The provisions of
------------------------------
Articles 1 through 3 of
-----------------------
these Supplementary
-------------------
Provisions shall be
-------------------
deleted effective
-----------------
January 6, 2010.
----------------
-----------------------------------------------------------------------------------------
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APPENDIX
1. REPRESENTATIVE DIRECTORS AND DIRECTORS
The Company's Directors as of June 25, 2009 are as follows:
Representative Director: Masamitsu Sakurai
Representative Director: Shiro Kondo
Director: Koichi Endo
Director: Katsumi Yoshida
Director: Masayuki Matsumoto
Director: Takashi Nakamura
Director: Kazunori Azuma
Director: Zenji Miura
Director: Kiyoshi Sakai
Director: Takaaki Wakasugi
Director: Takuya Goto
Note: Messrs. Takaaki Wakasugi and Takuya Goto are Outside Directors.
2. CORPORATE AUDITORS
The Company's Corporate Auditors as of June 25, 2009 are as follows:
Corporate Auditor (Full-time): Yuji Inoue
Corporate Auditor (Full-time): Shigekazu Iijima
Corporate Auditor: Kenji Matsuishi
Corporate Auditor: Takao Yuhara
Note: Messrs. Kenji Matsuishi and Takao Yuhara are Outside Corporate Auditors.
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[REFERENCE]
3. EXECUTIVE OFFICERS
The Company's Executive Officers as of June 25, 2009 are as follows:
Chairman Corporate Vice Presidents
Masamitsu Sakurai Kiyoto Nagasawa
Yutaka Ebi
President and Chief Executive Officer Norihisa Goto
Shiro Kondo Mitsuhiko Ikuno
Kenichi Matsubayashi
Deputy Presidents Soichi Nagamatsu
Koichi Endo Kazuhiro Yuasa
Katsumi Yoshida Yohzoh Matsuura
Corporate Executive Vice Presidents Group Executive Officers
Masayuki Matsumoto Kazuo Togashi
Takashi Nakamura Shiro Sasaki
Kazunori Azuma Sadahiro Arikawa
Zenji Miura Hiroshi Tsuruga
Kiyoshi Sakai Kohji Sawa
Yoshihiro Niimura
Corporate Senior Vice Presidents Michel De Bosschere
Terumoto Nonaka Daisuke Segawa
Kenji Hatanaka Nobuaki Majima
Hiroshi Kobayashi
Yoshimasa Matsuura
Norio Tanaka
Hiroshi Adachi
Kenichi Kanemaru
Hisashi Takata
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