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 2005
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 X 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): ___
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, thereto duly authorized.
| KYOCERA CORPORATION |
| /s/ AKIHIKO TOYOTANI |
| Akihiko Toyotani |
| General Manager of Finance Division |
Date: June 29, 2005
Information furnished on this form:
EXHIBITS
Exhibit Number
| 1. | Notice of Resolution for the 51st Ordinary General Meeting of Shareholders | |
(Translation)
June 28, 2005
To Our Shareholders:
| Makoto Kawamura, President and Director Kyocera Corporation 6 Takeda Tobadono-cho, Fushimi-ku, Kyoto |
Notice of Resolution for the 51st Ordinary General Meeting of Shareholders
We hereby give notice that the matters set forth below were reported or resolved at the 51st Ordinary General Meeting of Shareholders, which was held on the date hereof.
Matters reported:
| 1. | The business report, consolidated balance sheet, consolidated statement of income, non-consolidated balance sheet and non-consolidated statement of income, with respect to the fiscal period from April 1, 2004 to March 31, 2005 (fiscal 2005) |
| 2. | Audit report of Independent Auditors and audit report of Board of Corporate Auditors on the consolidated financial statements |
The contents of 1. and 2. above were reported.
Matters resolved:
Agendum No. 1: Approval of proposed appropriation of retained earnings for fiscal 2005
It was resolved, as proposed by the Company, that the amount of cash dividend to shareholders should be 50 yen per share.
Agendum No. 2: Amendments to the Articles of Incorporation
It was resolved, as proposed by the Company.
Please see “Amendments to the Articles of Incorporation” below for amendments adopted.
Agendum No. 3: Election of thirteen (13) Directors
Messrs. Kensuke Itoh, Yasuo Nishiguchi, Masahiro Umemura, Michihisa Yamamoto, Yuzo Yamamura, Naoyuki Morita, Koji Seki, Noboru Nakamura, Isao Kishimoto, Hisao Hisaki, Rodney Lanthorne and John Gilbertson were re-elected and assumed office as Directors. Mr. Makoto Kawamura was newly elected and assumed office as Director.
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Agendum No. 4: Election of two (2) Corporate Auditors
Messrs. Yoshihiko Nishikawa and Shigekazu Tamura were newly elected and assumed office as Corporate Auditors.
Agendum No. 5: Payment of retirement allowance to a retiring Director
It was resolved, as proposed by the Company, that the Company would pay retirement allowance to a retiring Director, Mr. Kazuo Inamori, in an amount reasonable and in accordance with the standards prescribed by the Company.
It was also resolved that the particular amount, timing and method of payment of such allowance shall be determined by resolution of the Board of Directors.
Agendum No. 6: Payment of retirement allowance to a retiring Corporate Auditor
It was resolved, as proposed by the Company, that the Company would pay retirement allowance to a retiring Corporate Auditor, Mr. Atsushi Mori, in an amount reasonable and in accordance with the standards prescribed by the Company.
It was also resolved that the particular amount, timing and method of payment of such allowance shall be determined through discussion among the Corporate Auditors.
Agendum No. 7: Revision of the amount of remuneration to Directors
It was resolved, as proposed by the Company, that the aggregate remuneration to the Directors of the Company shall be reduced to the amount of no more than 30 million yen per month (excluding salaries for services as employees or Executive Offices, in the event that any certain Directors also serve simultaneously as employees or Executive Officers).
Agendum No. 8: Issuance of stock acquisition rights for granting stock options
It was resolved, as proposed by the Company, that in order to grant stock options to Directors, Corporate Auditors, Executive Officers and employees of the Company and its subsidiaries, the Company would issue stock acquisition rights pursuant to Articles 280-20 and 280-21 of the Commercial Code.
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Attachment to the Notice of Resolution
Amendments to the Articles of Incorporation
The resolved amendments are as follows:
(The underlined portion indicates the amendment.)
| Before Amendment |
After Amendment | |
| Article 4. Public Notices | Article 4. Public Notices | |
| Public notices by the Company shall appear in The Nihon Keizai Shimbun. |
Public notices by the Company shall be made by electronic public notice, provided, however, that if, due to accident that makes the use of the electronic public notice impossible or other unavoidable reason, electronic public notices can not be made, public notices by the Company shall appear in The Nihon Keizai Shimbun. | |
| Article 18. Number of Directors | Article 18. Number of Directors | |
| The Company shall have not more than forty-five Directors. |
The Company shall have not more than twenty Directors. | |
| Article 21. Election of Executive Directors and Appointment of Counsellors and Advisors | Article 21. Executive Directors and Chairman Emeritus, Advisors and Counsellors | |
| 1. The Board of Directors may appoint, by resolution, a Chairman Emeritus of the Board of Directors, a Chairman of the Board of Directors, a President and Director, several Vice-Chairmen and Directors, Executive Vice-Presidents and Directors, Senior Managing Directors, Managing Directors and Advisors and Directors. |
1. The Board of Directors may appoint, by resolution, a Chairman of the Board of Directors, a President and Director, several Vice-Chairmen and Directors, Executive Vice-Presidents and Directors, Senior Managing Directors, Managing Directors and Advisors and Directors. | |
| <Newly added> | 2. The Board of Directors may appoint, by resolution, a Chairman Emeritus. | |
| 2. The Board of Directors may appoint, by resolution, Counsellors and Advisors. |
3. The Board of Directors may appoint, by resolution, Advisors and Counsellors. | |
As a result of amendment to Article 4 of the Articles of Incorporation, the Company’s public notices by the Company shall be made by electronic public notice. The address of the Internet website of the Company on which the electronic public notice shall be made is as follows:
http://www.kyocera.co.jp
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Management Structure
The management structure of the Company as of June 28, 2005 is as follows:
| Title |
Name |
|||
| Chairman Emeritus | Kazuo Inamori | |||
| Directors and Corporate Auditors | ||||
| Advisor and Director | Kensuke Itoh | |||
| Chairman of the Board and Representative Director | Yasuo Nishiguchi | |||
| Vice Chairman and Representative Director | Masahiro Umemura | |||
| President and Representative Director | Makoto Kawamura | (Newly-elected) | ||
| Director | Yuzo Yamamura | |||
| Director | Naoyuki Morita | |||
| Director | Koji Seki | |||
| Director | Michihisa Yamamoto | |||
| Director | Noboru Nakamura | |||
| Director | Isao Kishimoto | |||
| Director | Hisao Hisaki | |||
| Director | Rodney Lanthorne | |||
| Director | John Gilbertson | |||
| Full-time Auditor | Yasuo Akashi | |||
| Full-time Auditor | Yoshihiko Nishikawa | (Newly-elected) | ||
| Corporate Auditor | Osamu Nishieda | |||
| Corporate Auditor | Shinji Kurihara | |||
| Corporate Auditor | Shigekazu Tamura | (Newly-elected) | ||
| (Note) | Messrs. Osamu Nishieda, Shinji Kurihara and Shigekazu Tamura are outside Corporate Auditors as required under paragraph 1, Article 18 of the Law regarding Exceptional Rules of the Commercial Code of Japan concerning Auditing, etc. of Kabushiki-Kaisha. |
Executive Officers
| Chief Executive Officer (CEO) |
Yasuo Nishiguchi | |||
| Chief Financial Officer (CFO) | Masahiro Umemura | |||
| Chief Operating Officer (COO) | Makoto Kawamura | |||
| Senior Managing Executive Officer | Isao Yukawa | |||
| Managing Executive Officer | Tatsumi Maeda | |||
| Managing Executive Officer | Hisashi Sakumi | |||
| Managing Executive Officer | Tsutomu Yamori | |||
| Managing Executive Officer | Takashi Itoh | |||
| Managing Executive Officer | Tetsuo Kuba | |||
| Managing Executive Officer | Osamu Nomoto | |||
| Managing Executive Officer | Eiichi Toriyama | |||
| Senior Executive Officer | Akiyoshi Okamoto | |||
| Senior Executive Officer | Keijiro Minami | |||
| Senior Executive Officer | Goro Yamaguchi | |||
| Senior Executive Officer | Yasushi Matsumura | |||
| Senior Executive Officer | Tetsuo Okada | (Newly-elected) |
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| Title |
Name |
|||
| Executive Officer | Yoshihito Ota | |||
| Executive Officer | Yasuyuki Yamamoto | |||
| Executive Officer | Junichi Jinno | |||
| Executive Officer | Gen Takayasu | |||
| Executive Officer | Nobuhiro Ochiai | |||
| Executive Officer | Junzo Katsuki | |||
| Executive Officer | Yukihiro Takarabe | |||
| Executive Officer | Takashi Naruko | |||
| Executive Officer | Masakazu Mitsuda | |||
| Executive Officer | Toshimi Gejima | |||
| Executive Officer | Michiaki Furuhashi | |||
| Executive Officer | Mitsuru Imanaka | (Newly-elected) | ||
| Executive Officer | Shoichi Aoki | (Newly-elected) | ||
| Executive Officer | Hiroshi Togi | (Newly-elected) | ||
| Executive Officer | Yoshihiro Kano | (Newly-elected) | ||
| Executive Officer | Yoichi Yamashita | (Newly-elected) | ||
| Executive Officer | Robert Whisler | (Newly-elected) | ||
| Executive Officer | John Rigby | (Newly-elected) |
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