As filed with the Securities and Exchange Commission on December 4, 2007
Registration No. 333-7222
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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KYOCERA KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
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KYOCERA CORPORATION
(Translation of issuer's name into English)
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JAPAN
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Kyocera International Inc.
8611 Balboa Avenue
San Diego, California 92123
Attention: President
(858) 576-2600
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Patricia Brigantic, Esq.
Citibank, N.A.
388 Greenwich Street, 17th Floor
New York, New York 10013
(212) 816-0885
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on [Date] at 9:00 AM (EST).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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The Registrant hereby amends this Amendment No. 2 to Registration Statement on
such date or dates as may by necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
Amendment No. 2 to Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until
this Amendment No. 2 to Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine. ii
This Post Effective Amendment No. 2 to Registration Statement on Form F-6
may be executed in any number of counterparts, each of which shall be
deemed an original, and all of such counterparts together shall constitute
one and the same instrument.
ii
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name and address of Depositary Face of Receipt - Introductory Article and
paragraph 2.
2. Title of Receipts and identity of deposited securities Face of Receipt - Top Center.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper Right Corner.
one American Depositary Share
(ii) The procedure for voting, if any, the deposited Face of Receipt - Paragraph 10.
securities Reverse of Receipt - Paragraphs 13 and 14.
(iii) The collection and distribution of dividends Face of Receipt - Paragraphs 4, 6 and 10.
Reverse of Receipt - Paragraphs 11 and 13.
(iv) The transmission of notices, reports and proxy Face of Receipt - Paragraph 10.
soliciting material Reverse of Receipt - Paragraphs 13 and 16.
(v) The sale or exercise of rights Face of Receipt - Paragraphs 4, 6, 9 and 10.
Reverse of Receipt - Paragraphs 12 and 13.
(vi) The deposit or sale of securities resulting from Face of Receipt - Paragraphs 3, 4, 5, 6, 7, 9 and 10.
dividends, splits or plans of reorganization Reverse of Receipt - Paragraph 15.
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
(vii) Amendment, extension or termination of the deposit Face of Receipt - Paragraph 8.
agreement Reverse of Receipt - Paragraph 21 (no provision for
extension).
(viii) Rights of holders of Receipts to inspect the Face of Receipt - Paragraph 10.
transfer books of the Depositary and the list of Reverse of Receipt - Paragraph 16.
holders of Receipts
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Paragraphs 2, 4, 5, 6, 7, 9 and
the underlying securities 10.
(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs 17, 18 and 20.
3. Fees and charges which may be imposed directly or Face of Receipt - Paragraph 9.
indirectly on holders of Receipts
Item 2. AVAILABLE INFORMATION Reverse of Receipt - Paragraph 22.
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at 100 F
Street, N.E., Washington D.C. 20549, and at the principal office of the
depositary.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A (a)(i) to this Amendment No. 2 to the
Registration Statement and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 2 to the Amended and Restated Deposit
Agreement, by and among Kyocera Corporation (the "Company"),
Citibank, N.A., as depositary (the "Depositary"), and all
Holders and Beneficial Owners of American Depositary Shares
evidenced by the American Depositary Receipts issued
thereunder -- Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 1 to the Amended and Restated Deposit Agreement,
dated as of January 5, 1999, by and among the Company, the
Depositary, and all Holders and Beneficial Owners of American
Depositary Shares evidenced by the American Depositary
Receipts issued thereunder -- Filed herewith as Exhibit
(a)(ii).
(a)(iii) Amended and Restated Deposit Agreement, by and among the
Company, the Depositary and all Holders and Beneficial Owners
of American Depositary Shares evidenced by the American
Depositary Receipts issued thereunder -- Previously filed
under Reg. No. 333-7222.
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereunder or the custody of the deposited
securities represented thereby. -- None.
(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.
-- None.
(d) Opinion of counsel for the Depositary as to the legality of
the securities to be registered. -- None
(e) Certificate under Rule 466. -- None.
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on the
signature pages hereto.
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Item 4. UNDERTAKINGS
(a) The Depositary undertakes to make available at the principal
office of the Depositary in the United States, for inspection
by holders of the Receipts, 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) 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
a Receipt thirty (30) days before any change in the fee
schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Amended and Restated Deposit Agreement, dated as of June 29, 1998, as amended by
Amendment No. 1 dated as of January 5, 1999 to Amended and Restated Deposit
Agreement, as proposed to be amended by Amendment No. 2 to Amended and Restated
Deposit Agreement, by and among Kyocera Corporation, Citibank, N.A., as
depositary, and all Holders and Beneficial Owners of American Depositary Shares
evidenced by American Depositary Receipts issued thereunder, 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 Post Effective Amendment No. 2 to
Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, on this day of December 4,
2007.
Legal entity created by the Amended and
Restated Deposit Agreement, as proposed to
be amended, for the issuance of American
Depositary Shares evidenced by American
Depositary Receipts, each American
Depositary Share representing one (1) Common
Share of Kyocera Corporation.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Emi Mak
-----------------------------
Name: Emi Mak
Title: Vice President
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Kyocera Corporation 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 Post
Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in Japan, on December
4, 2007.
Kyocera Corporation
By: /s/ Makoto Kawamura
------------------------------
Name: Makoto Kawamura
Title: President and Representative Director
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of Makoto Kawamura, John S.
Gilbertson and Shoichi Aoki whose signature appears below constitutes and
appoints Rodney N. Lanthorne or Tsutomu Yamori to act as his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all such capacities, to sign any and all
amendments, including post-effective amendments, and supplements to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 2 to Registration Statement on Form F-6 (File
No. 333-7222) has been signed by the following persons in the following
capacities on December 4, 2007.
Signature Title
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* Advisor and Director
---------------------------------
Kensuke Itoh
* Chairman of the Board and
--------------------------------- Representative Director
Noboru Nakamura
* Vice Chairman of the Board and
--------------------------------- Representative Director
Masahiro Umemura (Principal Financial Officer)
* Vice Chairman of the Board and
--------------------------------- Representative Director
Yuzo Yamamura
* Vice Chairman of the Board and
--------------------------------- Representative Director
Naoyuki Morita
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/s/ Makoto Kawamura President and Representative Director
--------------------------------- (Principal Executive Officer)
Makoto Kawamura
* Director
---------------------------------
Koji Seki
* Director
---------------------------------
Michihisa Yamamoto
* Director
---------------------------------
Isao Kishimoto
* Director
---------------------------------
Hisao Hisaki
/s/ Rodney N. Lanthorne Director
--------------------------------- (Authorized Representative in
Rodney N. Lanthorne the United States)
/s/ John S. Gilbertson Director
---------------------------------
John S. Gilbertson
/s/ Shoichi Aoki Executive Officer
--------------------------------- (Principal Accounting Officer)
Shoichi Aoki
* By /s/ Rodney N. Lanthorne
---------------------------------
Rodney N. Lanthorne
Attorney-in-Fact pursuant to Power of
Attorney filed with Amendment No.1 to
Registration Statement on Form F-6
(File No. 333-7222)
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 2 to Amended and
Restated Deposit Agreement.
(a)(ii) Amendment No. 1 to the Amended and Restated
Deposit Agreement, dated as of January 5,
1999.