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 November 2006
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
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(Translation of Registrant's name into English)
13-1, Ginza 8-Chome, Chuo-ku, Tokyo 104-8222, Japan
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(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 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-__ )
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SIGNATURE
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.
Ricoh Company, Ltd.
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(Registrant)
By: /S/ Zenji Miura
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Zenji Miura
Director, Chief Financial Officer
Corporate Executive Vice President
November 21, 2006
November 21, 2006
RICOH COMPANY, LTD.
PR DEPARTMENT
Masakuni Kutsuwada, General Manager
+81-3-6278-5228
koho@ricoh.co.jp
ANNOUNCEMENT ON ISSUANCE OF EURO YEN ZERO COUPON CONVERTIBLE BONDS DUE 2011
Ricoh Company, Ltd. (hereinafter referred to as "Ricoh") hereby notifies the
following issuance of Euro Yen Zero Coupon Convertible Bonds due 2011 (bonds
with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki
shasai, hereinafter referred to as the "Bonds") resolved at the
meeting of the Board of Directors held on November 21, 2006.
Ricoh has decided on the issuance of the Bonds as it views further
enhancement of its financial liquidity and support for business development for
future growth will lead to further reinforcement of its business foundation.
USE OF PROCEEDS
The net proceeds of the issue of the Bonds are estimated to be approximately
Yen 50,160 million (or Yen55,185 million if the Option referred to below is
exercised in full) and will be used primarily for repayment of a portion of the
Company's outstanding corporate bonds, as well as for capital investments for
implementing Ricoh's growth strategy, such as for measures aimed at
strengthening Ricoh's office solutions business (including towards the payment
of a portion of the purchase moneys in respect of the Company's purchase of the
shares of the European sales subsidiaries of Danka Business Systems PLC) as
well as other measures.
OVERVIEW OF THE CONVERTIBLE BONDS
Name of the Yen 50,000,000,000 Zero Coupon Convertible Bonds due 2011
Convertible Bonds: (bonds with stock acquisition rights, tenkanshasaigata
shinkabu yoyakuken-tsuki shasai) (the "Bonds", which term
shall, unless the context requires otherwise, include
Stock Acquisition Rights (as defined below) incorporated
in the Bonds) of Ricoh Company, Ltd. (the "Company").
Option: The managers have been granted an option, exercisable at
any time up to and including December 4, 2006 (London
time), to subscribe for, under certain circumstances, up
to a further Yen 5,000,000,000 in aggregate principal
amount of the Bonds.
Issue Price: 100.5%.
Coupon: Zero.
Exercise of Stock The Bonds will each be issued in the denomination of
Acquisition Rights: Yen 1,000,000 each with a stock acquisition right (shinkabu
yoyakuken) (the "Stock Acquisition Right" and collectively
the "Stock Acquisition Rights")
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exercisable on and after December 21, 2006 up to,
and including, November 23, 2011 (unless the Bonds
have been previously redeemed or purchased and
cancelled or become due and repayable), and
entitling the holder to acquire fully-paid and
non-assessable shares of common stock of the
Company (the "Shares") at the Conversion Price
to be notified later, subject to adjustment in certain
events. However, prior to December 8, 2010, the
Stock Acquisition Rights may be exercised by the
holder of a Bond during any particular calendar
quarter (or, in respect of the calendar quarter
commencing on October 1, 2010, until December 7,
2010) only if the closing price of the Shares on
the Tokyo Stock Exchange for any 20 trading days in
a period of 30 consecutive trading days ending on
the last trading day of the immediately preceding
calendar quarter is more than 120 per cent. of the
Conversion Price on the last trading day of such
immediately preceding calendar quarter. On any date
on or after December 8, 2010, the holder of a Bond
may exercise Stock Acquisition Rights at any time
after the closing price of the Shares on the Tokyo
Stock Exchange on any trading day falling on or
after December 8, 2010 is more than 120 per cent.
of the Conversion Price in effect on such trading
day. Such condition to the exercise of the Stock
Acquisition Rights shall not be applicable (1) if
the Bonds are called for redemption or (2) if
specified corporate transactions occur with respect
to the Company or (3) during any period in which
any rating assigned by specified rating agencies to
the Company's long-term senior debt or the Bonds
(if rated) is below a specified level or certain
other ratings events occur.
Early redemption The holder of any Bond is entitled, at its option,
at the holder's unless notice of redemption of such Bond by the
option: Company has been given on or prior to the date of
deposit, to require the Company to redeem such
Bonds on December 7, 2010 at 100 per cent. of their
principal amount.the Bonds may also be redeemed by
the company in certain circumstances if any certain
events occur.
Early redemption If at any time prior to the date of the giving of
at the Company's the notice of redemption, the outstanding principal
option: amount of the Bonds is less than 10 per cent. of
the aggregate principal amount of the Bonds as at
the date of issue thereof, the Bonds may be
redeemed at 100 per cent. of their principal
amount, at the option of the Company. In addition,
if Japanese withholding taxes are imposed on
payments in respect of the Bonds, the Company may,
at any time, redeem all the Bonds at 100 per cent.
of their principal amount.
NOTE: THIS ANNOUNCEMENT IS INTENDED AS GENERAL INFORMATION REGARDING RICOH
COMPANY, LTD.'S ISSUANCE OF CONVERTIBLE BONDS.THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE
FOR SECURITIES IN THE UNITED STATES. THE BONDS AND THE UNDERLYING SHARES OF
COMMON STOCK MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THEY MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
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