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 July 2008
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
July 25, 2008
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July 25, 2008
Company: RICOH COMPANY, LTD.
Representative: Shiro Kondo
President and CEO
Contact: Masakuni Kutsuwada,
General Manager of
PR Department
+81-3-6278-5228
NOTICE OF EXECUTION OF AN ABSORPTION-TYPE SPLIT AGREEMENT WITH A SUBSIDIARY
RICOH COMPANY, LTD. (TSE: 7752, "Ricoh") decided at its board of directors
held today to conduct an absorption-type split (Kyushu bunkatsu) between Ricoh
as the successor company and RICOH PRINTING SYSTEMS LTD. ("Ricoh Printing
Systems"), a wholly owned subsidiary of Ricoh, as the splitting company. Ricoh
will succeed to the business related Information Technology Promotion Division,
Business Strategy Division, Sales & Marketing Division, Research & Development
Center, Design & Development Division 1, Design & Development Division 2,
Customer Satisfaction Promotion Center, CLP (Color Laser Printer) Engineering
Department and Intellectual Property Department of Ricoh Printing Systems.
Because this absorption-type split corresponds to simple absorption-type
split (Kani kyushu bunkatsu) which Ricoh will succeed to the business of a
wholly owned subsidiary, some part of the item and the content are omitted in
this disclosure.
1. PURPOSE OF THE ABSORPTION-TYPE SPLIT
In the imaging and solutions business sector, which is an important
pillar of our growth strategy, both high-end and low-end printing segment
will be expected to keep growing further more.
In order to accelerate the expansion of high-end and low-end printing
business, R&D, design and sales functions of Ricoh Printing Systems is
transferred into Ricoh.
With this absorption-type split, Ricoh aims not only to reinforce
its capabilities of products development and solution providing but also to
increase efficiencies of R&D and sales process.
2. SUMMARY OF THE ABSORPTION-TYPE SPLIT
(1) Schedule
July 25, 2008 Resolution of board of directors for the
absorption-type split
July 25, 2008 Execution of the absorption-type split agreement
October 1, 2008 Effective date of the absorption-type split
Notes:
Approvals of a Shareholders' Meeting of each company will not be
needed because this absorption-type split will be executed through a
simple absorption-type split for Ricoh and through a short-form
absorption-type split (Ryakushiki kyushu bunkatsu) for Ricoh Printing
Systems, under Article 796, Paragraph 3 and Article 784, Paragraph 1
of the Company Law,
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respectively.
(2) Method of split
(i) Method of split
An absorption-type split with Ricoh Printing Systems as the
splitting company, transferring its business to Ricoh as the successor
company
(ii) Reason for adoption of an absorption-type split
We adopted an absorption-type split from the viewpoint of prompt
approval and simple legal procedure in reorganization between Ricoh
and its wholly owned subsidiary.
(3) Capital stock increase due to the split
There is no increase of capital stock resulting from this
absorption-type split.
(4) Treatment of Share Warrants and Bonds with Warrant Attached Issued by the
splitting company
This issue is not applicable because Ricoh Printing Systems has not
issued any share warrants or bonds with warrant attached.
(5) Rights and obligations to be succeeded by Ricoh
Ricoh will succeed to the assets, liabilities and contracts of the
business related Information Technology Promotion Division, Business
Strategy Division, Sales & Marketing Division, Research & Development
Center, Design & Development Division 1, Design & Development Division 2,
Customer Satisfaction Promotion Center, CLP Engineering Department and
Intellectual Property Department of Ricoh Printing Systems on the effective
date.
(6) Prospects for discharge of debts
We believe that there will be no problems involved in the prospects
for the discharge of liabilities of both Ricoh and Ricoh Printing Systems,
because we believe that both companies will secure enough net assets after
the split.
3. OUTLINE OF EACH COMPANY
(As of March 31, 2008)
(1) Company name RICOH COMPANY, LTD. RICOH PRINTING SYSTEMS LTD.
(Successor company) (Splitting company)
(2) Business description Research and development, manufacture, Research and development, manufacture
sales and services of office automation and sales of printer and related devices.
equipment, photographic equipment,
electronic devices and other.
(3) Date established February 6, 1936 October 1, 2002
(4) Head Office address 1-3-6, Naka-magome Ota-ku, Tokyo, Japan 2-15-1, Konan Minato-ku, Tokyo, Japan
(5) Representative Shiro Kondo, President and CEO Toshiaki Katayama, President
(6) Capital stock 135,364 millions of yen 5,000 millions of yen
(7) Shares issued 744,912,078 shares 100,000 shares
(8)Shareholders' equity*1 1,080,196 millions of yen 18,022 millions of yen
(consolidated) (non-consolidated)
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(9) Total assets 2,214,368 millions of yen 31,729 millions of yen
(consolidated) (non-consolidated)
(10) End of fiscal year March 31 March 31
(11) Major shareholders The Master Trust Bank of Japan, Ltd. 9.71% Ricoh company, ltd. 100.00%
and shareholding ratios Japan Trustee Services Bank, Ltd. 5.52%
The Bank of Tokyo-Mitsubishi UFJ, Ltd. 4.86%
Nippon Life Insurance Company 4.82%
Nipponkoa Insurance Co., Ltd. 2.44%
Notes: *1 Shareholders' Equity of Ricoh is calculated in accordance with U.S.
GAAP.
4. OUTLINE OF OPERATIONS AND DIVISIONS SUCCEEDED BY RICOH
(1) Business description of succeeded divisions
Ricoh will succeed to the business concerning research and development
and sales of printer and related devices of Ricoh Printing Systems.
Succeeded divisions will be Information Technology Promotion Division,
Business Strategy Division, Sales & Marketing Division, Research &
Development Center, Design & Development Division 1, Design & Development
Division 2, Customer Satisfaction Promotion Center, CLP Engineering
Department and Intellectual Property Department.
(2) Business results of divisions succeeded by Ricoh for fiscal year ended March
31, 2008
Business results Ricoh Printing Systems
(a) (non-consolidated) (b) Ratio (a/b)
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Net sales (Millions of yen) 21,294 48,174 0.44
(3) Assets and liabilities to be succeeded
(As of March 31, 2008)
Assets Liabilities
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Book value Book value
Item (Millions of yen) Item (Millions of yen)
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Current assets 256 Current liabilities 625
Fixed assets 1,745 Fixed liabilities 898
Total assets 2,001 Total liabilities 1,523
5. STATUS OF RICOH AFTER THE COMPANY SPLIT
(1) Company name RICOH COMPANY, LTD.
(2) Business description Research and development, manufacture, sales
and services of office automation equipment,
photographic equipment, electronic devices
and other.
(3) Head Office address 1-3-6, Naka-magome Ota-ku, Tokyo, Japan
(4) Representative Shiro Kondo, President and CEO
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(5) Capital Stock 135,364 millions of yen
(6) End of fiscal year March 31
(7) Expected impact on business Since Ricoh Printing Systems is a wholly owned
results due to split subsidiary of Ricoh, there is no effect on the
consolidated Ricoh's business results for
the fiscal year ending March 31, 2009. And we
expect there is no significant effect on the
non-consolidated Ricoh's business results.
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