AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM20-F/A
Amendment No. 1
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number001-38641
Kabushiki Kaisha PEPPER FOOD SERVICE
(Exact name of Registrant as specified in its charter)
Pepper Food Service Co., Ltd.
(Translation of Registrant’s Name in English)
Japan
(Jurisdiction of incorporation or organization)
17th floor, Olinas Tower,4-1-3 Taihei,Sumida-ku, Tokyo, Japan
(Address of principal executive offices)
Kensaku Ichinose,81-3-3829-3210, 17th floor, Olinas Tower,4-1-3 Taihei,Sumida-ku, Tokyo, Japan
Telephone number:81-3-3829-3210
Facsimile number:81-3-3625-9250
(Name, Telephone, Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common shares* | N/A | NASDAQ Global Market | ||
American Depositary Shares** | KPFS | NASDAQ Global Market |
* | No par value. Not for trading, but only in connection with the registration of the American Depositary Shares, pursuant to the requirements of the U.S. Securities and Exchange Commission. |
** | American Depositary Receipts evidence American Depositary Shares, pursuant to the requirements of the U.S. Securities and Exchange Commission. |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares as of the close of the period covered by the annual report:As of December 31, 2018, 20,818,200 shares of common shares were outstanding, including 4,800 shares represented by an aggregate of 24,000 American Depositary Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | ||
Emerging growth company ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒
Explanatory Note
This Amendment No. 1 to the Annual Report on Form20-F (the “Form20-F/A”) of Pepper Food Service Co., Ltd. for the year ended December 31, 2018 (the “Form20-F”), which was filed with the Securities and Exchange Commission on April 30, 2019, is being filed solely for the purpose of adding Exhibit 101 to Item 19 “Exhibits” and to furnish the Interactive Data File (as defined in Rule 11 of RegulationS-T) as Exhibit 101 in accordance with Rule 405 of RegulationS-T. Exhibit 101, which contains interactive data files in eXtensible Business Reporting Language (XBRL), was previously omitted from the Form20-F in accordance with the30-day grace period for initial interactive data submission under Rule 405(a)(2)(ii) of RegulationS-T.
Except as described above, this Form20-F/A does not, and does not purport to, amend, modify, update or restate any information set forth in the Form20-F or reflect any events that occurred subsequent to the filing of the Form20-F on April 30, 2019.
PART III
ITEM 19. | EXHIBITS |
Number | Description | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to the Annual Report on Form20-F on its behalf.
PEPPER FOOD SERVICE CO., LTD. | ||
By: | /s/ Kunio Ichinose | |
Name: Kunio Ichinose Title: Representative Director, President and Chief Executive Officer |
Date: May 24, 2019