TDK Form 6-K
July 01 2003 - 3:01AM
UK 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 2003
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 Form 20-F or Form 40-F.
Form 20-F x Form 40-F ___
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 _______ 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 to be signed on its behalf by the undersigned
thereunto duly authorized.
TDK Corporation
(Registrant)
June 30, 2003
BY: /s/ Noboru Hara
Noboru Hara
General Manager
General Administration Department
To: Stockholders
June 27, 2003
TDK Corporation (the "Company")
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
Hajime Sawabe
President and Representative Director
NOTICE OF RESOLUTIONS OF
THE 107TH ORDINARY GENERAL MEETING OF STOCKHOLDERS
Dear Sirs:
You are hereby notified that the following matters were reported and resolved
upon at the 107th Ordinary General Meeting of Stockholders held today.
Particulars
Matters Reported:
Report on the balance sheet as of March 31, 2003 and the business report and
the statement of income for the 107th fiscal year (from April 1, 2002 to March
31, 2003) The contents of the above financial statements were reported.
Matters Resolved:
First Item: Approval of proposal for appropriation of retained earnings for the
107th fiscal year
This proposal was approved and resolved as originally proposed. It was decided
that the year-end dividend will be �25 per share (together with the interim
dividend, the total dividend is �50.00 per share).
Second Item: Partial amendments to the Articles of Incorporation
This proposal was approved and resolved as originally proposed. The contents of
the amendments are changes in provisions that were affected by the
computerization of corporate documents and necessary changes in provisions
relating to the establishment of a system for invalidation of share
certificates, the adoption of a system for making a request to the Company for
sale of shares constituting less than one unit and the reduction in number of
the quorum required for the special resolution at the general meeting of
shareholders, as a result of the enforcement of the "Law regarding the Partial
Amendments to the Commercial Code, etc. of Japan" (Law No. 128, 2001) and "Law
regarding the Partial Amendments, etc. to the Commercial Code, etc. of Japan"
(Law No. 44, 2002). In addition, the Company changed the chairman of the
General Meeting of Stockholders and the Board of Directors, and shortened the
term of office of Directors to 1 year. Accordingly, to respond to such changes,
the Company made the necessary amendments to relevant provisions. The
supplementary provisions were established in order to clearly stipulate that
the previous provisions before amendments shall be applied to the term of
office of Directors who were elected at the 106th Ordinary General Meeting of
Stockholders held on June 27, 2002. In addition, certain Articles were
renumbered in connection with the addition and deletion of Articles, and some
expressions were amended.
Third Item: Acquisition of own shares of the Company
This proposal was approved and resolved as originally proposed. The Company
will acquire 500,000 shares of common stock of the Company, with a maximum
aggregate acquisition cost of �2.3 billion, pursuant to Article 210 of the
Commercial Code of Japan, during the period from the closing of this Ordinary
General Meeting of Stockholders to the closing of the next Ordinary General
Meeting of Stockholders in 2004.
Fourth Item: Issuance of stock acquisition rights, in order to grant such
rights to Directors, corporate officers and key employees of the Company and
its associated companies
This proposal was approved and resolved as originally proposed. The Company
will issue stock acquisition rights with a maximum of 500,000 shares of common
stock of the Company, pursuant to Article 280-20 and Article 280-21 of the
Commercial Code of Japan, in order to grant such rights as a stock option to
Directors, corporate officers and key employees of each of the Company and its
associated companies.
Fifth Item: Election of five (5) Corporate Auditors
This proposal was approved and resolved as originally proposed. Messrs. Takuma
Otsuka and Osamu Nakamoto were re-elected and re-assumed the office of
Corporate Auditors, and Messrs. Masaaki Miyoshi, Kazutaka Kubota and Kaoru
Matsumoto were newly elected and assumed the office of Corporate Auditors.
Three Corporate Auditors, namely, Messrs. Osamu Nakamoto, Kazutaka Kubota and
Kaoru Matsumoto are outside Corporate Auditors as prescribed in Section 1,
Article 18 of the "Law Concerning Special Exceptions to the Commercial Code
Concerning Audit, etc. of Kabushiki Kaisha".
Sixth Item: Presentation of retirement grants to the resigning Corporate
Auditors
This proposal was approved and resolved as originally proposed. The retirement
grant will be presented to each of the Corporate Auditors to resign upon the
completion of the term of office, namely, Messrs. Yutaka Mori and Hiromi
Kitagawa, in appreciation of their meritorious services to the Company within
reasonable amounts based on the specified standards of the Company. It was
approved and resolved that the amounts, the date of presentation and procedures
will be entrusted to the determination among Corporate Auditors.
Seventh Item: Appointment of Certified Public Accountants
This proposal was approved and resolved as originally proposed. Shin Nihon &
Co., the Company's independent certified public accountants, resigned due to
the expiry of the term of office at the closing of this Ordinary General
Meeting of Stockholders and AZSA & Co. was newly elected.
After the closing of this Ordinary General Meeting of Stockholders, Messrs.
Takuma Otsuka and Masaaki Miyoshi were respectively elected and assumed the
office of Full-time Corporate Auditors among Corporate Auditors.
Messrs. Osamu Nakamoto, Kazutaka Kubota and Kaoru Matsumoto are outside
Corporate Auditors as prescribed in Section 1, Article 18 of the "Law
Concerning Special Exceptions to the Commercial Code Concerning Audit, etc. of
Kabushiki Kaisha".
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