Internet Initiative Japan Inc. ("IIJ," the "Company") (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 (4th series)
(2) Maximum number of stock
acquisition rights: 189
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 two hundred (200). 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 (1) 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 11, 2014 to July 10, 2044
(6) Matters concerning increase in
capital stock and capital reserve by the issuance of shares upon
exercise of stock acquisition rights
1) 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.
2) 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.
1) Proposal for approval of a merger
agreement under which the Company shall be merged
2) 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.
1) 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.
2) Class of shares of the Restructured
Company to be issued upon exercise of stock acquisition rights
Common stock of the Restructured
Company
3) 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.
4) 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.
5) 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.
6) 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.
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 Restructured Company.
8) Conditions for acquisition of stock
acquisition rights
To be determined in accordance with
(8) above.
9) 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 (1) share arising from the exercise of stock
acquisition rights
Fractions of less than one (1) 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
1) Partial execution of each stock
acquisition rights is not allowed.
2) 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 inherits the stock
acquisition rights as described in the following paragraph 3)
exercises the rights.
3) 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.
4) The Share Purchase Warrants shall
not be transferred to third-party, offered for pledge or disposed
of in any other way.
5) 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 (1)
yen being rounded up to the nearest yen.
To access the Black-Scholes model,
please click here:
http://media.globenewswire.com/cache/9792/file/27203.pdf
1) Option price per share (C)
2) 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 10, 2014
3) Exercise price (X): one (1) yen
4) Expected remaining period (T): 15
years
5) 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 10, 2014.
6) Risk-free interest rate (r): The
interest rate on super-long-term Japanese government bonds with
remaining years corresponding to the expected remaining period.
7) Dividend yield (q): Dividend per
share (amount of dividend per share paid for the fiscal year ended
March, 2014) divided by the share price as set forth in 2)
above.
8) 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 10, 2014
(14) Date of payment of consideration
in exchange of the stock acquisition rights July 10, 2014
(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 |
7 Directors |
129 rights |
|
|
|
|
|
|
Executive Officers of IIJ |
10 Executive Officers |
60 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
providers. 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, and cloud computing. Moreover,
the company has built one of the largest Internet backbone networks
in Japan that is connected to the United States and the United
Kingdom. 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 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: IIJ Investor Relations
Tel: +81-3-5259-6500 E-mail: ir@iij.ad.jp
URL: http://www.iij.ad.jp/en/ir
Internet Initiative Japan (PK) (USOTC:IIJIY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Internet Initiative Japan (PK) (USOTC:IIJIY)
Historical Stock Chart
From Jul 2023 to Jul 2024