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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tdk Corp | NYSE:TDK | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
FORM 6-K
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 July, 2008
Commission File No. 1-08346
TDK CORPORATION
(Translation of registrant's name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
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 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-________
SIGNATURES
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.
TDK Corporation
(Registrant)
July 31, 2008
BY: /s/ Tatsuhiko Atsumi
Tatsuhiko Atsumi
General Manager
Corporate Communications Department
Administration Group
Contact
s
:
Kazutoshi
Kogure
TDK
Corporation
Corporate Communications
Dept.
Tel:
(
81)
-
3-5201-7102
E
-mail;
pr
@mb1.tdk.co.jp
ANNOUNCEMENT OF CORPORATE
SPLIT
(
A
BSORPTION TYPE
CORPORATE SPLIT WITHOUT OBTAINING THE APPROVAL OF GENERAL MEETING OF
SHAREHOLDERS
OF
TDK
CORPORATION
(
KAN’I-KYUS
H
U-BUNKATSU
)
)
WITH DENSEI-LAMBDA K.K.
TOKYO JAPAN, July 31, 2008 -- --- It is hereby announced that TDK Corporation (hereinafter the "Company") resolved at a meeting of the B oard of D irectors held today that it will procure the succession by DENSEI-LAMBDA K.K. (hereinafter "DENSEI-LAMBDA") to the business conducted by the Company's power systems business group and other business es pertaining thereto ( excluding the following businesses: (i) any business dealing with DCDC converters for EV (Electronic Vehicles) ; (ii) any business dealing with products related to power supply for plasma display and prototypes pertaining thereto , etc.; (iii) any business conducted by the electronic components sales group of the Company; and (iv) any business related to planning and administration concerning management of the power systems business group of the Company) ( hereinafter, such businesses to be succeeded to by DENSEI-LAMBDA shall be referred to as the "Businesses ") by way of an absorption type corporate split (absorption type corporate split without obtaining the approval of a general meeting of shareholders of the Company ( kan ’ i-kyushu-bunkatsu )) ( hereinafter the "Absorption Type Corporate Split" )) effective as of October 1, 2008.
In addition, items and contents that are supposed to be disclosed herein are partially omitted and such omission is allowed because the Absorption T ype Corporate Split is a corporate split without obtaining the approval of a general meeting of shareholders of the Company ( kan ’ i-kyushu-bunkatsu ) by which the Company has its wholly owned subsidiary, all of the issued shares of which are directly or indirectly held by the Company, succeed to its rights and obligations.
1. Purpose of the Absorption T ype Corporate Split
The purpose of the Absorption
T
ype Corporate Split is to integrate the
technologies and sales capabilities of DENSEI-LAMBDA as a leading company of switching
power supplies in the industrial market and the power devices that consist of the
raw
materials and material technologies
of the Company.
On this occasion, the Company has determined that the transfer of a part of the rights and obligations belonging to the Business es of the Company to, and integration thereof into, DENSEI-LAMBDA will establish a structure that will allow us to meet, as a specialized company, various demands of the market that will expand and change in the future and contribute to the expansion of our power supply business.
-more-
2 . Outline of Absorption T ype Corporate Split
( 1) Schedule of Corporate Split
Meeting of Board of Directors to Resolve the Absorption Type Corporate Split: |
July 3 1, 2008 |
Execution of the A greement C oncerning Absorption T ype Corporate Split: |
August 1, 2008 (to be confirmed) |
Scheduled D ate of Corporate Split ( e ffective d ate): |
October 1, 2008 (to be confirmed ) |
(Note) Pursuant to Article 784, Paragraph 3 of the Companies Act, the Company will implement the Absorption T ype Corporate Split without obtaining the approval of a general meeting of its shareholders ( so-called kan ’ i- soshiki - saihen ) and similarly, pursuant to Article 796, Paragraph 1 of the Companies Act, DENSEI-LAMBDA will implement the Absorption T ype Corporate Split without obtaining the approval of a general meeting of its shareholders ( so-called ryakushiki- soshiki - saihen ).
(2) Method of Corporate Split
Spin off absorption type ( Bunsha-gata ) ( butteki ) corporate split, in which the Company and DENSEI-LAMBDA will be the Splitting Company and the S ucceeding C ompany, respectively.
(3) Capital Reduction, etc. due to Corporate Split
The capital, etc. of the Company shall not change due to the Absorption T ype Corporate Split.
(4) Treatment of Stock Acquisition Rights and Corporate Bond with Stock Acquisition Rights of t he Splitting Company
The s tock a cquisition r ights issued by the Company are not affected by the Absorption Type Corporate Split. The Company does not issue any corporate bond with stock a cquisition r ights.
(5) Rights and Obligations to be Succeeded by DENSEI-LAMBDA
DENSEI-LAMBDA shall succeed to part of the rights and obligations, such as the assets and liabilities, belonging to the Businesses of the Company.
In addition, the liabilities to be succeeded by the Absorption Type Corporate Split shall be assumed by DENSEI-LAMBDA and the Company shall be released therefrom.
(6) Capability of Satisfying Liabilities
Both of the Company and DENSEI-LAMBDA have concluded that there are no doubts as to th eir capability to satisfy the liabilities borne by each of the Company and DENSEI-LAMBDA on and after the effective date of the Absorption Type Corporate Split.
-more-
3 . Outline of the Companies subject to Corporate Split
As of March 31, 2008
Splitting Company
|
Succeeding Company (DENSEI-LAMBDA ) |
|
(1) Company Name |
TDK Corporation |
DENSEI-LAMBDA K.K. |
(2) Business |
Manufacture and sales of electronic components |
Development, production, sales and maintenance-service of switching power supplies and peripherals, uninterruptible power supplies and engine generators |
(3) Date of Incorporation |
December 7, 1935 |
June 6, 1978 |
(4) Location of Head Office |
13-1, Nihonbashi 1 cho-me, Chuo-ku, Tokyo |
Denpa Building, 11-15, Higashi Gotanda 1 cho-me, Shinagawa-ku, Tokyo |
(5) Title/ Name of Representative |
Takehiro Kamigama,
Officer |
Takeo Suzuki,
|
(6) Capital |
32,641 million yen |
2,976 million yen |
(7) Total Number of Issued Shares |
129,590,659 shares |
17 shares |
(8) Net Assets |
716,577 million yen (consolidated) |
16,907 million yen (non consolidated) |
(9) Total Assets |
935,533 million yen (consolidated) |
37,608 million yen (non consolidated) |
(10) Fiscal Year |
March 31 |
March 31 |
(11) Large Shareholders and their Holdings Ratio |
Japan Trustee Services Bank, Ltd.
(trust account) 10.15%
Societe Generale Securities Ltd, Tokyo Branch 1.84% State Street Bank and Trust Company 1.78% BNP Paribas Securities ( Japan ) Limited 1.75% Nats Cumco 1.71% Trust & Custody Services Bank, Ltd. (securities investment trust account) 1.70% Nippon Life Insurance Company 1.65% |
TDK Corporation 47.06%
|
(Note) Any and all issued shares of DENSEI-LAMBDA are A class shares.
-more-
4 . Outline of Business subject to Corporate Split
(1) Content s of Business Division subject to Corporate Split
T he business conducted by the Company's power systems business group and other business es pertaining thereto ( excluding the following businesses: (i) any business dealing with DCDC converters for EV (Electronic Vehicles) ; (ii) any business dealing with products related to power supply for plasma display and prototypes pertaining thereto , etc.; (iii) any business conducted by the electronic components sales group of the Company; and (iv) any business related to planning and administration concerning management of the power systems business group of the Company).
(2) Operating Results of Business Division subject to Corporate Split as of the Fiscal Term ending in March,
2008
Performance of the Business D ivision subject to Corporate Split ( A) |
Performance of the Company
|
Ratio ( A ) / ( B ) |
|
Sales (JPY million) |
10,004 |
353,034 |
2.80 % |
5. Situation of the Company (listed company) after the Absorption Type Corporate Split
( 1) Company Name: TDK Corporation
( 2) Business : Manufacture and sale of electronic components
( 3) Location of Head Office: Nihonbashi, Chuo-ku, Tokyo
( 4) Title/ Name of Representative: Takehiro Kamigama, President and Chief Operating Officer
( 5) Capital : 32 ,641 million yen
( 6) Fiscal Year: March 31
( 7) Prospects for the Future The impact of the Absorption Type Corporate on the performance of the Company is expected to be minor.
# # #
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