Tdk Corp - Report of Foreign Issuer (6-K)
June 27 2008 - 6:22AM
Edgar (US Regulatory)
Commission File No. 1-08346
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 2008
TDK CORPORATION
(Translation of registrants 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
Form 20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82-
TABLE OF CONTENTS
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)
June 27, 2008
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BY:
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/s/ Tatsuhiko Atsumi
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Tatsuhiko Atsumi
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General Manager
Corporate Communications Department
Administration Group
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Contacts:
Kazutoshi Kogure
TDK Corporation
Corporate Communications Dept.
Tel: (81)-3-5201-7102
E-mail; pr@mb1.tdk.co.jp
http://www.tdk.co.jp
FOR IMMEDIATE RELEASE
Issue of Stock Acquisition Rights as Stock Options for a Stock-Linked Compensation Plan for
Corporate Officers
TOKYO JAPAN, June 27, 2008
TDK Corporations (the Company) Board of Directors, based on
authority vested in it by the 112
th
Ordinary Annual General Meeting of Stockholders held
today, has passed a resolution regarding the issuance of stock acquisition rights as stock options
for a stock-linked compensation plan for the Companys Corporate Officers. Details are as follows.
I.
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Reason for issuance of stock acquisition rights with specially favorable terms and conditions
to individuals other than stockholders
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The stock acquisition rights are structured so that these officers also share the risk of a
decrease in the Companys share price with stockholders and not just the benefits of a price
increase. The issuance of these rights is thus intended to provide the Companys Corporate
Officers with further incentive for improving the Companys operating results and share price.
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II.
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Matters pertaining to the issuance of stock acquisition rights
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1.
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Name of stock acquisition rights
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TDK Corporation 2008 Stock-linked Compensation Stock Acquisition Rights (for Corporate
Officers, issued free of charge)
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2.
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Total number of stock acquisition rights
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156
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3.
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Class and number of shares to be issued upon the exercise of the stock acquisition
rights
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The class of share to be issued upon the exercise of stock acquisition rights shall be the
Companys common stock, and the number of shares for each stock acquisition right (hereinafter
the number of shares granted) shall be 100.
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However, in the event that the Company conducts a stock split, distributes shares free of
charge, or consolidates its common stock, the number of shares granted shall be adjusted
according to the following method of calculation. This adjustment will apply to the number of
shares granted for those stock acquisition rights that have not already been exercised prior
to the relevant date. Moreover, fractions of less than one share arising out of the above
adjustments shall be discarded.
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-more-
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Post-adjustment number of shares granted =
Pre-adjustment number of shares granted X stock
split or stock consolidation ratio
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Moreover, in other cases where circumstances arise requiring the number of shares granted to
be adjusted, the number of shares granted shall be adjusted appropriately.
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4.
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Method for calculating the amount to be invested when exercising stock acquisition rights
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The amount to be invested when exercising each stock acquisition right shall be the amount to
be paid for each share that can be granted due to the exercise of stock acquisition rights,
which shall be ¥1, multiplied by the number of shares granted.
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5.
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Exercise period for stock acquisition rights
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The exercise period shall be the period beginning July 6, 2008 and ending July 5, 2028.
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6.
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Other conditions for exercising of stock acquisition rights
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(1)
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Stock acquisition rights holders, excluding (2) below, shall not be able to exercise
stock acquisition rights in the period from July 6, 2008 to July 5, 2011 and to be able to
exercise stock acquisition rights on or after July 6, 2011.
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(2)
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Stock acquisition rights holders shall be permitted to exercise stock acquisition
rights until July 5, 2011 in cases specified in a) and b) below, as long as it is within
the time frame stipulated.
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a)
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In the event that a stock acquisition rights holder loses his or her position as
either director or employee of the Company (including full-time advisors and contract
employees, but excluding part-time advisors and part-time contract employees.
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*
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This definition of employee is applicable throughout this resolution.)
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Three years from the day after losing the position
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b)
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In the event that a proposal for approval of a merger agreement, under which the
Company is to be dissolved, or a proposal for approval of a stock exchange agreement or a
proposal for share transfer that makes the Company a wholly owned subsidiary, is approved
at a meeting of stockholders of the Company.
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A period of 15 days from the day following the approval date
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(3)
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On or after July 6, 2011, in the event that a stock acquisition rights holder loses
his or her position as either a director or employee of the Company, the individual may
exercise his or her rights up to three years from the day after losing the position as
long as it is within the exercise period for stock acquisition rights.
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(4)
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In the event that a stock acquisition rights holder relinquishes his or her stock
acquisition rights, such stock acquisition rights cannot be exercised.
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-more-
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7.
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Items concerning increases in common stock and additional paid-in capital if shares are
issued due to the exercise of stock acquisition rights
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(1)
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In the event that shares are issued due to the exercise of stock acquisition rights,
common stock shall increase by half the limit for increase in common stock calculated in
accordance with Article 40-1 of the Japanese generally accepted accounting principles. Any
amount less than one yen arising shall be rounded up to the nearest yen.
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(2)
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In the event that shares are issued due to the exercise of stock acquisition rights,
additional paid-in capital shall increase by the amount remaining after deducting the
increase in the limit for increase in common stock prescribed in (1).
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8.
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Restrictions on the acquisition of stock acquisition rights due to transfers
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Regarding the acquisition of stock acquisition rights due to transfers, approval is required by
resolution of the Companys Board of Directors.
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9.
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Provisions for the acquisition of stock acquisition rights
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No provisions for the acquisition of stock acquisition rights are specified.
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10.
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Amount to be paid for stock acquisition rights
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No payment shall be necessary for stock acquisition rights.
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11.
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Allotment date of stock acquisition rights
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July 5, 2008
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12.
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Number of stock acquisition rights allotted and number of eligible persons
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156 stock acquisition rights will be allotted to 8 Corporate Officers
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# # #
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