- Report of Foreign Issuer (6-K)
November 09 2011 - 7:26AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the
Securities Exchange Act of 1934
For the month of November, 2011
Commission File Number 1-8910
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Translation of registrants name into English)
3-1, OTEMACHI
2-CHOME
CHIYODA-KU, TOKYO 100-8116 JAPAN
(Address of principal executive office)
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 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-
.
NOTICE CONCERNING THE CANCELLATION OF TREASURY STOCK AND REPURCHASE OF SHARES
On November 9, 2011, the registrant filed with the Tokyo Stock Exchange and other stock exchanges in Japan a notice concerning its
cancellation of treasury stock and repurchase of shares.
The information included herein contains forward-looking statements.
The registrant desires to qualify for the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, and consequently is hereby filing cautionary statements identifying important factors that could cause the
registrants actual results to differ materially from any expectation of future results that may be derived from the forward-looking statements.
The registrants forward-looking statements are based on a series of assumptions, projections, estimates, judgments and beliefs of the management of the registrant in light of information currently
available to it regarding the registrant and its subsidiaries and affiliates, the economy and the telecommunications industry in Japan and overseas, and other factors. These projections and estimates may be affected by the future business operations
of the registrant and its subsidiaries and affiliates, the state of the economy in Japan and abroad, possible fluctuations in the securities markets, the pricing of services, the effects of competition, the performance of new products, services and
new businesses, changes to laws and regulations affecting the telecommunications industry in Japan and elsewhere, other changes in circumstances that could cause actual results to differ materially from any future results that may be derived from
the forward-looking statements, as well as other risks included in the registrants most recent Annual Report on Form 20-F and other filings and submissions with the United States Securities and Exchange Commission.
No assurance can be given that the registrants actual results will not vary significantly from any expectation of future results
that may be derived from the forward-looking statements included herein.
The attached material is a translation of the
Japanese original. The Japanese original is authoritative.
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.
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NIPPON TELEGRAPH AND TELEPHONE CORPORATION
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By
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/s/ Koji Ito
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Name:
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Koji Ito
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Title:
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General Manager
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Finance and Accounting Department
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Date: November 9, 2011
November 9, 2011
Company Name: Nippon Telegraph and Telephone Corporation
Representative: Satoshi
Miura, President and Chief Executive Officer
(Code No.: 9432, First section of Tokyo, Osaka and Nagoya Stock Exchanges and
Fukuoka and Sapporo Stock Exchanges)
NOTICE CONCERNING THE CANCELLATION OF TREASURY STOCK AND
REPURCHASE OF
SHARES
Nippon Telegraph and Telephone Corporation (NTT) hereby announces that at the Board of Directors meeting held on
November 9, 2011, the following resolutions were passed.
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1.
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Regarding the Decision to Cancel Treasury Stock
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(A cancellation pursuant to the provisions of Article 178 of the Corporation Law)
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(1)
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Class of shares to be cancelled:
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Common stock
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(2)
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Number of shares to be cancelled:
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125,461,832 shares
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(8.66% of the total issued shares before cancellation 【a】)
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(3)
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Date of cancellation:
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November 15, 2011
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2.
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Regarding the Decision to Repurchase Shares
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(An acquisition according to the provision in NTTs Article of Incorporation, under Article 165, Section 2 of the Corporation Law)
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(1)
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Reason for the Repurchase
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To increase the efficiency of its capital and to realize NTTs capital policies for current supply and demand conditions.
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(2)
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Details of the Repurchase
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Common Stock: 44 million shares (maximum)
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Number of Shares:
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* Percent of total number of issued shares before cancellation (excluding treasury stock)【b】:
3.48%
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Total Repurchase Price:
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220.0 billion yen (maximum)
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Repurchase Period:
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From November 16, 2011 to March 30, 2012
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Method of Repurchase:
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NTT plans to use the Tokyo Stock Exchange Trading Network Off-Auction Own Share Repurchase Trading System
(ToSTNeT-3)
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Note:
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【a】 Total number of issued shares
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:
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1,448,659,067 shares
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【b】 Total number of issued shares (excluding treasury
stock)
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1,265,604,644 shares <【a】-【c】>
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【c】 Number of treasury stock held as of September 30,
2011
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183,054,423 shares
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【d】 Total number of issued shares after cancellation
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:
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1,323,197,235 shares
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(Reference) Details disclosed on May 14, 2010
(Notice Concerning the Policy on Treasury Stock Cancellation)
NTT announced that at the Board of Directors meeting held on May 14, 2010, the basic policy on cancellation of treasury stock owned by NTT was adopted as stated below.
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1.
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All treasury stock owned by NTT as of March 31, 2010 (250,923,665 shares) shall be cancelled over two fiscal years.
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2.
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One-half of the treasury stock shall be cancelled during the calendar year ended December 31, 2010 and the remainder of the treasury stock shall be cancelled
during the following fiscal year ending March 31, 2012.
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Details regarding the actual cancellation shall be
resolved separately at a Board of Directors meeting pursuant to the provisions of Article 178 of the Corporation Law.
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For further information, please contact:
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Mr. Hanaki or Mr. Iijima
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Investor Relations Office
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Finance and Accounting Department
Nippon Telegraph and Telephone Corporation
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TEL: +81-3-5205-5581
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FAX: +81-3-5205-5589
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