Internet Initiative Japan Inc. ("IIJ") (Nasdaq:IIJI) (TSE1:3774)
announced that IIJ's Board of Directors today resolved that
stock-compensation-type stock options (Stock Acquisition Rights) be
issued to Directors (excluding Part-time and Outside Directors) and
Executive Officers of IIJ, in accordance with the provisions of
Articles 236 Paragraph 1, Article 238 Paragraph 1 and 2 and Article
240 Paragraph 1 of the Company Law, as follows.
1. The reason for issuing the Stock Acquisition Rights as Stock
Options
The purposes of issuing the Stock Acquisition Rights as Stock
Options for Directors (excluding Part-time and Outside Directors)
and Executive Officers of IIJ are to further promote their
motivation and incentives to contribute to the enhancement of the
mid- to long-term continuous business performance and corporate
value.
2. Details of Issuance of Stock Acquisition Right
(1) Name of the stock acquisition rights
Internet Initiative Japan Inc. Stock Acquisition Rights (2nd
series)
(2) Maximum number of stock acquisition rights: 220
The maximum number as described above is the number of planned
allotments. If the maximum number of the stock acquisition rights
to be allotted is decreased due to no subscription for some of the
rights, etc, then the maximum number of the stock acquisition
rights to be issued shall be equal to the maximum number of the
stock acquisition right to be allotted.
(3) Class and number of shares to be issued upon exercise of
stock acquisition rights
The class of shares to be issued upon exercise of stock
acquisition rights shall be common stock of IIJ. The number of
shares to be issued upon exercise of each stock acquisition right
(hereinafter referred as "Number of Shares Granted") shall be one
(1). However, in case the Company carries out a share split or
share consolidation after the date of allotment of the stock
acquisition rights (hereinafter referred to as the "Allotment
Date") as defined in (13), the Number of Shares Granted shall be
adjusted according to the following formula, with the resulting
fractions of less than one share occurring upon such adjustment
rounded down.
Number of Shares |
|
Number of Shares |
|
Ratio of share split |
Granted after |
= |
Granted before |
× |
or share consolidation |
adjustment |
|
adjustment |
|
|
In the case of a share split, the Number of Shares
Granted after adjustment shall apply from the day after the record
date of the said share split. Whereas, in the case of a share
consolidation, the Number of Shares Granted after adjustment shall
apply from the day the share consolidation becomes effective.
Provided, however, that in cases where the Company conducts a share
split conditional on approval at a General Meeting of Shareholders
of the Company of a proposal to reduce surplus and increase capital
stock and capital reserve, and the record date for the share split
shall be the day prior to the day on which said shareholders'
meeting closes, the Number of Shares Granted after adjustment shall
retroactively apply from the day after the day the applicable
shareholders' meeting closes and the day following the applicable
record date.
In case the Company carries out a merger, demerger or the like
that makes it necessary to adjust the Number of Shares Granted, the
Company may make appropriate adjustment to the Number of Shares
Granted within a reasonable range.
(4) Value of assets to be contributed upon exercise of
stock acquisition rights
The value of assets to be contributed upon exercise of stock
acquisition rights shall be determined by multiplying the price to
be paid per share upon exercise of each stock acquisition right
(the "exercise price") by the Number of Shares Granted, and the
exercise price shall be one (1) yen.
(5) Exercise period of stock acquisition rights
From July 14, 2012 to July 13, 2042
(6) Matters concerning increase in capital stock and
capital reserve by the issuance of shares upon exercise of stock
acquisition rights
- Amount of increase in capital stock by issuing shares upon
exercise of stock acquisition rights shall be half of the upper
limit of capital increase as calculated pursuant to the provisions
of Article 17, Paragraph 1 of the Ordinance for Corporate
Accounting, with the resulting fractions of less than one (1) yen
occurring upon such calculation shall be rounded up to the nearest
yen.
- Amount of increase in capital reserve by issuing shares upon
exercise of stock acquisition rights shall be the upper limit of
capital increase as described in 1) above less the amount of
increase in capital set out therein.
(7) Restriction on acquisition of stock acquisition rights
by transfer
Any acquisition of stock acquisition rights by transfer shall be
subject to the approval by resolution of the Board of Directors of
the Company.
(8) Conditions for acquisition of stock acquisition
rights
In case that a resolution for the approval of any of the
proposals 1) or 2) below is adopted at the General Meeting of
Shareholders of the Company (or at a meeting of the Board of
Directors of the Company if resolution at a General Meeting of
Shareholders is not required), the Company may acquire the stock
acquisition rights as at the date specifically determined by the
Board of Directors of the Company without contribution.
- Proposal for approval of a merger agreement under which the
Company shall be merged
- Proposal for approval of a share exchange agreement or share
transfer plan under which the Company shall be a wholly-owned
subsidiary
(9) Matters concerning the details of the issuance of stock
acquisition rights undergoing Organizational Restructuring
In the event the Company merges (limited to cases wherein the
Company becomes a dissolving company), performs an absorption-type
demerger or an incorporation-type demerger (only if the Company
becomes the split company), or conducts a share exchange or a share
transfer (only if the Company becomes a wholly-owned subsidiary)
(hereinafter collectively referred to as "Organizational
Restructuring"), stock acquisition rights of a corporation
described in Article 236, Paragraph 1, Items 8.1 through 8.5 of the
Corporation Law of Japan (hereinafter "Restructured Company") shall
be granted to each Stock Acquisition Right Holder remaining
unexercised (hereinafter "Remaining Stock Acquisition Rights")
immediately before the date when Organizational Restructuring takes
effect (refers to the date when absorption-type merger takes
effect, the date on which the company incorporated through the
incorporation-type merger, the date when absorption-type demerger
takes effect, the date on which the company incorporated through
the incorporation-type demerger, the date when share exchange takes
effect, or the date when the wholly-owning parent company is
established by share transfer). However, the foregoing shall apply
only to cases in which the delivery of stock acquisition rights of
the Restructured Company according to the following conditions is
stipulated in the absorption-type merger agreement, the
incorporation-type merger agreement, the absorption-type demerger
agreement, the incorporation-type demerger plan, the share exchange
agreement or the share transfer plan.
- Number of stock acquisition rights of the Restructured Company
to be delivered The Company shall deliver stock acquisition rights,
the number of which shall equal the number of stock acquisition
rights held by the holder of the Remaining Stock Acquisition
Rights.
- Class of shares of the Restructured Company to be issued upon
exercise of stock acquisition rights Common stock of the
Restructured Company
- Number of shares of the Restructured Company to be issued upon
exercise of stock acquisition rights To be decided according to (3)
above after taking into consideration the conditions etc. of the
Organizational Restructuring.
- Value of the assets to be contributed upon exercise of stock
acquisition rights The value of the assets to be contributed upon
exercise of each stock acquisition rights shall be the amount
obtained by multiplying the amount to be paid after restructuring
as stipulated below, and the number of shares of the Reorganized
Company to be issued upon exercise of the stock acquisition rights
as determined in accordance with (3) above. The amount to be paid
after restructuring shall be one (1) yen per share of the
Restructured Company that can be granted due to the exercise of
each stock acquisition right that is to be granted.
- Exercise period of stock acquisition rights Starting from the
later of either the commencement date of the exercise period of
stock acquisition rights as stipulated in (5) above, or the date on
which the Organizational Restructuring becomes effective and ending
on the expiration date for the exercise of stock acquisition rights
as stipulated in (5) above.
- Matters concerning increase in capital stock and capital
reserve to be increased by the issuance of shares upon exercise of
stock acquisition rights To be determined in accordance with (6)
above.
- Restriction on acquisition of stock acquisition rights by
transfer Any acquisition of stock acquisition rights by transfer
shall be subject to the approval by resolution of the Board of
Directors of the Restructured Company.
- Conditions for acquisition of stock acquisition rights To be
determined in accordance with (8) above.
- Other terms and conditions of exercising stock acquisition
rights To be determined in accordance with (11) below.
(10) Rules pertaining to fractions of less than one share
arising from the exercise of stock acquisition rights
Fractions of less than one share in the number of shares to be
granted to Stock Acquisition Right Holders who exercised stock
acquisition rights shall be rounded down.
(11) Other terms and conditions of exercising stock acquisition
rights
- Partial execution of each stock acquisition rights is not
allowed.
- A person granted the stock acquisition rights may exercise its
rights only within ten (10) days from the day following the day the
person loses his or her position as a Director or Executive Officer
of the Company, except for losing his or her position by passing
away. However, this does not apply if his or her legal heir who
inherit the stock acquisition rights as described in the following
paragraph (3) exercise the rights.
- If a person granted the stock acquisition rights passes away,
only one of his or her legal heir is permitted to inherit the
granted stock acquisition rights (hereinafter referred as
"Grantee"), The Grantee can exercise only within six (6) months
after inheriting the new shares acquisition rights. If the Grantee
passes away, the stock acquisition rights cannot be passed on to
the legal heir of the Grantee.
- The Share Purchase Warrants shall not be transferred to
third-party, offered for pledge or disposed of in any other
way.
- Matters concerning other conditions for the exercise of stock
acquisition rights, other than the items prescribed above, shall be
determined at the meeting of the Board of Directors when the terms
and conditions of offering of stock acquisition rights are
determined.
(12) Method for calculating the amount to be paid upon
allocation of stock acquisition rights
The amount to be paid upon allocation of each stock acquisition
rights shall be the option price per share calculated based on the
following figures from (2) to (7) according to the formula of the
Black-Scholes model, multiplied by the Number of Shares Granted,
with fractions of less than one yen being rounded up to the nearest
yen.
To access the Black-Scholes model, please click here:
http://media.globenewswire.com/cache/9792/file/14353.pdf
- Option price per share (C)
- Share price (S): the closing price (base price for the next
trading day when there is no closing price) of the common stock of
the Company in regular trading on the Tokyo Stock Exchange on July
13, 2012
- Exercise price (X): one (1) yen
- Expected remaining period (T): 15 years
- Volatility (σ): volatility of share price computed based on the
closing price of the common stock of the Company in regular trading
for the last trading date of each week between December 2, 2005 to
July 13, 2012.
- Risk-free interest rate (r): The interest rate on
super-long-term Japanese government bonds with remaining years
corresponding to the expected remaining period.
- Dividend yield (q): Dividend per share (amount of dividend paid
for the fiscal year ended March 31, 2012) divided by the share
price as set forth in 2) above.
- Cumulative distribution function of the standard normal
distribution (N(・))
The option price to be calculated as described above is a fair
value of the stock acquisition rights. Accordingly, the issuance of
the stock acquisition rights is not an issuance of shares with
favorable terms. The monetary remuneration claims of the person who
will be allotted the stock acquisition rights against the Company
and their obligations to pay for the allotment of the stock
acquisition rights will be offset.
(13) Date of allotment of the stock acquisition rights
July 13, 2012
(14) Date of payment of consideration in exchange of the stock
acquisition rights
July 13, 2012
(15) Persons to be allotted stock acquisition rights, number of
persons, and number of stock acquisition rights to be
allotted
Directors (excluding Part-time and Outside
Directors) of IIJ |
6 Directors |
121 rights |
Executive Officers of IIJ |
11 Executive Officers |
99 rights |
(16) Details in case of issuance of stock
acquisition rights certificates
There will be no issuance of stock acquisition rights
certificates.
About IIJ
Founded in 1992, Internet Initiative Japan Inc. is one of
Japan's leading Internet-access and comprehensive network solutions
provider. IIJ and its group companies provide total network
solutions that mainly cater to high-end corporate customers. The
company's services include high-quality systems integration and
security services, Internet access, hosting/housing, and content
design. Moreover, the company has built one of the largest Internet
backbone networks in Japan, and between Japan and the United
States. IIJ listed on NASDAQ in 1999 and on the First Section of
the Tokyo Stock Exchange in 2006. For more information about IIJ,
visit the IIJ Web site at http://www.iij.ad.jp/en/.
The Internet Initiative Japan Inc. logo is
available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4613
The statements within this release contain
forward-looking statements about our future plans that involve risk
and uncertainty. These statements may differ materially from actual
future events or results. Readers are referred to the documents
furnished by Internet Initiative Japan Inc. with the SEC,
specifically the most recent reports on Forms 20-F and 6-K, which
identify important risk factors that could cause actual results to
differ from those contained in the forward-looking statements.
CONTACT: For inquiries, contact:
Yuko Kazama (Ms.) at IIJ Finance Department
Tel: +81-3-5259-6500
E-mail: ir@iij.ad.jp
URL: http://www.iij.ad.jp/
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