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 June 2018
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 ☒ 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): ☐
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 Management Control Group |
Date: June 5, 2018
Information furnished on this form:
| Exhibit Number |
||
| 1. | Notice Relating to Delisting Schedule from the New York Stock Exchange | |
June 5, 2018
To All Persons Concerned
| Name of Company Listed: | Kyocera Corporation | |
| Name of Representative: | Hideo Tanimoto, 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 Management Control Group (Tel: +81-75-604-3500) | |
Notice Relating to Delisting Schedule from the New York Stock Exchange
This is to advise you that Kyocera Corporation (the “Company”) has notified the New York Stock Exchange (the “NYSE”) on June 5, 2018 (Eastern Time in the U.S.) that it will make an application for voluntary delisting of the Company’s American Depositary Shares (“ADSs”) from the NYSE, in connection with its announcement on February 26, 2018 relating to its intention of delisting from the NYSE. The Company’s future plans regarding delisting are as follows.
| 1. | Reasons for Applying for Delisting |
The Company issued its ADSs in February 1976 and listed its ADSs on the NYSE in May 1980 mainly to promote trading of its shares and to raise the visibility of the Company’s brand in the U.S. Since then, the Company has made efforts to enhance disclosures for shareholders and investors to deepen their understanding of the Company, in addition to complying with the disclosure requirements of U.S. securities laws and regulations, providing consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and establishing internal controls in accordance with the Sarbanes-Oxley Act of 2002.
Meanwhile, the external environment has significantly changed as indicated by the increases in trading volume of Japanese stocks through stock exchanges in Japan by overseas investors due to the internationalization of the Japanese financial and capital markets, as well as the narrowing of the gap between U.S. and Japanese disclosure standards with respect to financial reporting due to a series of amendments to Japanese laws and regulations and accounting standards.
In addition to these changes to the environment, as the trading volume of the Company’s ADSs on the NYSE has been on a decreasing trend in recent years, the Company believes that the economic rationality of maintaining a listing on the NYSE has declined.
Therefore, the Company decided to apply for voluntary delisting of its ADSs from the NYSE and for termination of registration of its ADSs with the U.S. Securities and Exchange Commission (the SEC) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| 2. | Stock Exchanges on Which the Company Will Maintain its Listings |
The Company will maintain its listings on the Tokyo Stock Exchange.
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| 3. | Schedule Related to Delisting and Other Matters (Eastern Time in the U.S.) |
| June 5, 2018 | The Company provided the NYSE with a written pre-notice of the delisting application | |
| June 15, 2018 | The Company to file Form 25 with the SEC for delisting from the NYSE and deregistration with the SEC | |
| June 26, 2018 | Delisting from the NYSE to become effective The Company to file Form 15F with the SEC to terminate its reporting obligations under the Exchange Act | |
| September 2018 | Deregistration with the SEC to become effective Termination of the Company’s reporting obligations under the Exchange Act to become effective | |
The schedule provided above may be delayed if the SEC objects or requests an extended review or for other reasons.
| 4. | Future Actions |
While the Company’s reporting obligations under the Exchange Act (including the obligation to file annual reports on Form 20-F) will be terminated, the Company will continue to disclose financial statements and other information, in English, on its website to ensure that its shareholders and investors will continue to have appropriate information about the Company.
In addition, after the delisting of its ADSs from the NYSE, the Company intends to maintain its American Depositary Receipt Program in the U.S. and therefore anticipates that its ADSs will continue to be traded in the U.S. on the over-the-counter market.
| 5. | Contact Information for Inquiries regarding the Company’s ADSs |
Citibank, N.A. Shareholder Services
Tel: U.S.A +1-877-248-4237 (toll free)
International +1-781-575-4555
Website: www.citi.com/dr
E-mail: citibank@shareholders-online.com
Shareholder Service Representatives are available Monday through Friday, from 9:00 a.m. to 5:00 p.m.
Eastern Time in the U.S.
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