UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION
OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a)
OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 2-68279
KABUSHIKI KAISHA RICOH
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
RICOH COMPANY, LTD.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
13-1, GINZA 8-CHOME, CHUO-KU, TOKYO 104-8222, JAPAN
+81-3-6278-4108
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
6 5/8% CONVERTIBLE DEBENTURES DUE 1995 AND COMMON STOCK
(TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM)
Place an X in the appropriate box(es) to indicate the provision(s) relied
upon to terminate the duty to file reports under the Securities Exchange Act of
1934:
Rule 12h-6(a) [X] Rule 12h-6(d) [_]
(for equity securities) (for successor registrants)
Rule 12h-6(c) [X] Rule 12h-6(i) [_]
(for debt securities) (for prior Form 15 filers)
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TABLE OF CONTENTS
PART I
Item 1. Exchange Act Reporting History....................................
Item 2. Recent United States Market Activity..............................
Item 3. Foreign Listing and Primary Trading Market........................
Item 4. Comparative Trading Volume Data...................................
Item 5. Alternative Record Holder Information.............................
Item 6. Debt Securities...................................................
Item 7. Notice Requirement................................................
Item 8. Prior Form 15 Filers..............................................
PART II
Item 9. Rule 12g3-2(b) Exemption..........................................
PART III
Item 10. Exhibits.........................................................
Item 11. Undertakings.....................................................
SIGNATURE....................................................................
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PART I
ITEM 1. EXCHANGE ACT REPORTING HISTORY
A. Ricoh Company, Ltd. (the "Registrant") first incurred the duty to file
reports under Section 13(a) or Section 15 (d) of the Securities Exchange Act of
1934 (the "Exchange Act") on or about August 1, 1980, the approximate date that
its registration statement on Form S-1 was declared effective by the Securities
and Exchange Commission (the "Commission").
B. The Registrant has filed or submitted all reports required under
Section 13(a) or Section 15(d) of the Exchange Act and the corresponding
Commission rules for the 12 months preceding the filing of this Form 15F. The
Registrant has filed at least one annual report on Form 20-F under
Section 13(a) of the Exchange Act.
ITEM 2. RECENT UNITED STATES MARKET ACTIVITY
The Registrant's securities were last sold in the United States in a
registered offering under the Securities Act of 1933, in August 1980.
ITEM 3. FOREIGN LISTING AND PRIMARY TRADING MARKET
A. The Registrant has maintained a listing of its common stock on the First
Section of the Tokyo Stock Exchange (the "TSE"), in Tokyo, Japan, and certain
other stock exchanges in Japan. The TSE constitutes the primary trading market
for the Registrant's common stock, as that term is defined in Rule 12h-6 under
the Exchange Act.
B. The Registrant's common stock was initially listed on the TSE in May
1949. The Registrant has maintained the listing of its common stock on the TSE
since that date, including during the 12 months preceding the filing of this
Form 15F.
C. The percentage of trading in the Registrant's common stock that occurred
in Japan on the TSE for the 12-month period from January 1, 2013 to
December 31, 2013 (both dates inclusive) was 99.96% of the worldwide trading
volume of such securities.
ITEM 4. COMPARATIVE TRADING VOLUME DATA
A. The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i)
started on January 1, 2013 and ended on December 31, 2013 (the "Applicable
Period").
B. The average daily trading volume ("ADTV") of the Registrant's common
stock in the United States for the Applicable Period (including off-exchange
and on-exchange transactions) was 2,235 shares. The ADTV of the Registrant's
common stock on a worldwide basis for the Applicable Period was 6,338,904
shares.
C. The ADTV of the Registrant's common stock in the United States for the
Applicable Period was 0.04% of the ADTV of its common stock on a worldwide
basis for the Applicable Period.
D. The Registrant's common stock is not listed on any national securities
exchange or interdealer quotation system in the United States.
E. The Registrant has not terminated its sponsored American Depositary
Receipt ("ADR") facility regarding its common stock.
F. The source of the trading volume information used for determining whether
the Registrant meets the requirements of Rule 12h-6 is Bloomberg L.P. with
respect to on-exchange and off-exchange transactions in the United States.
Information from the TSE and information from the Osaka Securities Exchange
(published before its integration with the TSE) are the sources of the trading
volume information with respect to on-exchange transactions on such exchanges
(information with respect to off-hours trading transactions on such exchanges
being unavailable on Bloomberg L.P.).
ITEM 5. ALTERNATIVE RECORD HOLDER INFORMATION
Not applicable.
ITEM 6. DEBT SECURITIES
As of December 31, 2013, there are no record holders of the 6 5/8%
Convertible Debentures Due 1995 as all such debentures have matured.
ITEM 7. NOTICE REQUIREMENT
A. The Registrant published in the United States a notice of its intent to
terminate its reporting obligations under Section 13(a) or Section 15(d) of the
Exchange Act, by means of press releases issued on January 31, 2014.
B. The press releases described above were disseminated by major newswire
services in the United States and submitted to the Commission under cover of a
Form 6-K on January 31, 2014. Additionally, the notices were published on the
Registrant's Internet website.
ITEM 8. PRIOR FORM 15 FILERS
Not applicable.
PART II
ITEM 9. RULE 12G3-2(B) EXEMPTION
The Registrant will publish the information required under Rule
12g3-2(b)(1)(iii) on its website: http://www.ricoh.com/
PART III
ITEM 10. EXHIBITS
None.
ITEM 11. UNDERTAKINGS
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at
any time before the effectiveness of its termination of reporting under Rule
12h-6, it has actual knowledge of information that causes it reasonably to
believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in
the United States exceeded 5 percent of the average daily trading
volume of that class of securities on a worldwide basis for the same
recent 12-month period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300 or more
United States residents or 300 or more persons worldwide, if proceeding
under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
(3) It otherwise did not qualify for termination of its Exchange Act
reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Ricoh
Company, Ltd. has duly authorized the undersigned person to sign on its behalf
this certification on Form 15F. In so doing, Ricoh Company, Ltd. certifies
that, as represented on this Form, it has complied with all of the conditions
set forth in Rule 12h-6 for terminating its registration under Section 12(g) of
the Exchange Act, or its duty to file reports under Section 13(a) or
Section 15(d) of the Exchange Act, or both.
Date: February 18, 2014
RICOH COMPANY, LTD.
By: /s/ ZENJI MIURA
---------------------------------
Name: Zenji Miura
Title: Representative Director, President
and Chief Executive Officer
(principal executive officer)
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