Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
For the month of July, 2011
COMMISSION FILE NUMBER: 1-7239
KOMATSU LTD.
Translation of registrant’s name into English
3-6 Akasaka 2-chome, Minato-ku, Tokyo, Japan
Address of principal executive office
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
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): o
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): o
Table of Contents
SIGNATURES
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.
| KOMATSU LTD. (Registrant) |
||||
| Date: July 14, 2011 | By: | /S/ Mikio Fujitsuka | ||
| Mikio Fujitsuka | ||||
| Director and Senior Executive Officer | ||||
Table of Contents
Komatsu Ltd.
Corporate Communications Dept.
Tel: +81-(0)3-5561-2616
Date: July 13th, 2011
URL: http://www.komatsu.com/
Corporate Communications Dept.
Tel: +81-(0)3-5561-2616
Date: July 13th, 2011
URL: http://www.komatsu.com/
Issuance of Stock Acquisition Rights as Stock Based Remuneration to Company Directors
Komatsu Ltd. (hereinafter “Company”) hereby announces that at the meeting of the Board of Directors
held on July 13, 2011, the Company resolved the details of the terms and conditions of the issuance
of rights to subscribe for or purchase shares of the Company (Stock Acquisition Right) for the
purpose of granting “Stock-Based Remuneration” to Company Directors, pursuant to the provisions of
Article 236, 238, and 240 of the Companies Act, and a resolution at the 141th Ordinary
General Meeting of the Shareholders of the Company.
[Description]
| 1. | Reason to issue the Stock Acquisition Rights: |
|
To raise their morale and their motivation to contribute to the improvement of the consolidated
performance of the Company, but also for the purpose of clarifying their incentive to enhance the
long-term corporate value of the Company by fostering the same perspective on corporate value
with the shareholders. |
||
| 2. | The name of Stock Acquisition Rights: |
|
Fifteenth Stock Acquisition Rights of Komatsu Ltd. |
||
| 3. | Type and number of shares underlying Stock Acquisition Rights |
|
The shares to be issued for the Stock Acquisition Rights shall be common stock, and the number of
shares subject to one (1) Stock Acquisition Right (hereinafter “Number of Shares Granted”) shall
be 100 shares. |
||
However, after July 13, 2011, if the Company effects a stock split of its common stock (including
allotment of common stock to shareholders without consideration; the same applies hereinafter) or
effects a stock consolidation, the Number of Shares Granted subject to one (1) Stock Acquisition
Right shall be adjusted proportionately, in accordance with the ratio of the stock split or the
stock consolidation in question. Also, if it is necessary to adjust the Number of Shares Granted
after July 13, 2011 for reasons other than the aforementioned reasons, the Company shall adjust
the Number of Shares Granted in connection with the aforementioned Stock Acquisition Rights to
the extent reasonable. |
||
Fractions of less than one (1) share resulting from the foregoing adjustment shall be rounded
down. |
1
Table of Contents
| 4. | Total number of the Stock Acquisition Rights: |
|
872 rights |
||
The above number is the total number of the Stock Acquisition Rights that are expected to be
allotted and, accordingly, in the event that the total number of application for subscription of
the Stock Acquisition Rights does not reach the above-mentioned number or there occurs a
reduction in the total number of the Stock Acquisition Rights to be allotted, the total number of
the Stock Acquisition Rights shall be equal to the total number of the Stock Acquisition Rights
that are actually allotted. |
||
| 5. | Persons to whom Stock Acquisition Rights shall be granted (“Grantee”): |
|
Ten (10) directors of the Company. |
||
| 6. | Subscription amount to be paid for each Stock Acquisition Right (The subscription amount): |
|
The Subscription amount to be paid for each Stock Acquisition Right shall be the amount of the
fair value per share that is calculated by using the Binominal Model on the allotment date,
multiplied by the Number of Shares Granted. The above amount shall be the fair value of the
Stock Acquisition Right and the Grantee shall, with the approval of the Company, offset the
remuneration amount payable by the Company to the Grantee against the amount to be paid by
the Grantee to the Company in exchange for the Stock Acquisition Right in accordance with
Paragraph 2, Article 246 of the Companies Act. |
||
| 7. | Allotment Date of the Stock Acquisition Rights: |
|
August 1, 2011. |
||
| 8. | Due date of subscription for the Stock Acquisition Rights: |
|
August 1, 2011. |
||
| 9. | Amount of assets to be paid upon exercise of the Stock Acquisition Rights: |
|
The amount of assets to be paid upon exercise of the Stock Acquisition Rights shall be JPY one
(1) per each one (1) share to be transferred upon exercise of the Stock Acquisition Rights,
multiplied by the Number of Shares Granted. |
||
| 10. | Exercise period for the Stock Acquisition Rights: |
|
From August 1, 2014 to July 31, 2019 |
||
| 11. | Conditions for the exercise of the Stock Acquisition Rights: |
|
If a holder of Stock Acquisition Rights Who is a Director, Corporate Auditor or employee of the
Company, or a Director, Corporate Auditor or employee of an affiliate of the Company, loses his
or her all respective status set above, that person is able to exercise the Stock Acquisition
Rights only within three (3) year period from the date they lost such position; provided,
however, that the period shall not exceed the original exercise period for the Stock Acquisition
Rights described at ‘10’ above, and the other terms and conditions concerning the exercise of
Stock Acquisition Rights shall be decided at the contracts to be executed by
and between the Company and the Grantees of the Stock Acquisition Rights (hereinafter “Stock
Acquisition Rights Contracts”). |
2
Table of Contents
| 12. | Restriction on Acquisition of the Stock Acquisition Rights by Transfer |
|
Acquisition of the Stock Acquisition Rights by transfer shall be required to be approved by
resolution of the Board of Directors of the Company. |
||
| 13. | Matters concerning the increase in paid-in capital and capital surplus in the event of
issuance of shares upon the exercise of the Stock Acquisition Rights |
| 1) | The amount of paid-in capital increase in the event of the issuance of shares upon
the exercise of the Stock Acquisition Rights shall be one half of the maximum amount of
capital increase, calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Regulations. Fractions less than one (1) yen resulting from the calculation
shall be rounded up. |
||
| 2) | An increase in the capital surplus in the event of the issuance of shares upon
exercise of the Stock Acquisition Rights shall be the amount obtainable by subtracting
the amount of the paid-in capital increase from the maximum amount of the capital
increase, as set forth in ‘13.1)’ above. |
| 14. | Provisions pertaining to acquisition of the Stock Acquisition Rights by the Company |
|
The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition by the
Company. |
||
| 15. | In the event where the Company engages in any merger (limited to a case where the Company
ceases to exist as the result of merger), a corporate split in which a division of the Company
is merged into an existing company, a corporate split in which a division of the Company is
spun off to establish a new company (for both, limited to cases where the Company is split
up), or an exchange or transfer of shares (for both, limited to cases where the Company
becomes a fully-owned subsidiary) (hereinafter collectively “Restructuring Actions”), each
person holding the remaining Stock Acquisition Rights at the time the Restructuring Actions
take effect (hereinafter “Remaining Stock Acquisition Rights”) shall be granted the Stock
Acquisition Rights of the relevant stock companies prescribed in Article 236, Paragraph 1,
Item 8, (a) through (e) of the Companies Act (hereinafter “Reorganized Company”), in
accordance with the conditions set forth below. In this event, the Remaining Stock Acquisition
Rights shall become null and void and new Stock Acquisition Rights in the Reorganized Company
shall be issued. However, the new Stock Acquisition Rights shall be granted only if provisions
for granting them in accordance with the following conditions (i-viii) are included as
conditions in a merger agreement (in which the Company is merged into a Reorganized Company or
a Reorganized Company is established as the result of the merger), a corporate split agreement
(in which a division of the Company is merged into a Reorganized Company), a plan for a
corporate split (in which a division of the Company is spun off to establish a Reorganized
Company), and a share exchange agreement or a plan for transfer of shares(in both of which the
Company becomes a fully-owned subsidiary of a Reorganized Company). |
3
Table of Contents
| i. | Number of the Stock Acquisition Rights of a Reorganized Company to be granted |
||
At the time the Restructuring Actions take effect, each holder of the Remaining Stock
Acquisition Rights shall be granted the Stock Acquisition Rights of which the number is
equivalent to the number of such Rights held at the Reorganized Company. |
|||
| ii. | Type of shares of the Reorganized Company to be issued for the Stock Acquisition Rights |
||
Type of shares subject to the Stock Acquisition Rights shall be common stock of the
Reorganized Company. |
|||
| iii. | Number of shares of the Reorganized Company to be issued upon exercise of the Stock
Acquisition Rights |
||
The number of shares shall be determined in accordance with’3’ above, after taking into
consideration the conditions or other factors concerning the Restructuring Actions. |
|||
| iv. | Amount of assets to be paid upon the exercise of the Stock Acquisition Rights |
||
The amount of assets to be paid upon the exercise of newly granted Stock Acquisition Rights
shall be the amount obtainable by multiplying JPY one (1) per each one (1) share the Exercise
Price to be adjusted after taking into consideration the conditions and other factors
concerning the Restructuring Actions, by the number of shares to be issued for each
acquisition right as determined in ‘15. iii’ above. |
|||
| v. | Exercise period for the Stock Acquisition Rights |
||
The Exercise Period shall begin on either the first date of the exercise period for the Stock
Acquisition Rights stipulated in ‘10’ above, or on the date that the Restructuring Actions
take effect, whichever comes later, and shall continue to the final date of the exercise
period for the Stock Acquisition Rights stipulated in ‘10’ above. |
|||
| vi. | Increase in paid-in capital and capital surplus in the event of the issuance of shares
upon exercise of the Stock Acquisition Rights |
||
Such increases shall be determined based on ‘13’ above. |
|||
| vii. | Restriction on Acquisition of the Stock Acquisition Rights by Transfer |
||
Acquisition of the Stock Acquisition Rights by transfer shall required to be approved by the
Reorganized Company. |
|||
| viii. | Provisions pertaining to acquisition of the Stock Acquisition Rights |
||
The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition of
the Stock Acquisition Rights. |
| 16. | In case where the number of shares to be issued or transferred to the holders of the Stock
Acquisition Rights includes any fraction less than one (1) share, such fraction shall be
rounded down. |
[Reference]
Date of the resolution of shareholders at the 141th Ordinary General Meeting of shareholders
approving the issuance of the Stock Acquisition Rights: June 23, 2010
(end)
4
Table of Contents
Komatsu Ltd.
Corporate Communications Dept.
Tel: +81-(0)3-5561-2616
Date: July 13th, 2011
URL: http://www.komatsu.com/
Corporate Communications Dept.
Tel: +81-(0)3-5561-2616
Date: July 13th, 2011
URL: http://www.komatsu.com/
Issuance of Stock Acquisition Rights as Stock-Based Remuneration to Employees of the Company
and Directors of Major Subsidiaries of the Company
Komatsu Ltd. (hereinafter “Company”) hereby announces that at the meeting of the Board of Directors
held on July 13, 2011, the Company resolved the details of the terms and conditions of the issuance
of rights to subscribe for or purchase shares of the Company (Stock Acquisition Right) for the
purpose of granting “Stock-Based Remuneration” to employees and directors of major subsidiaries of
the Company, pursuant to a resolution at the 142th Ordinary General Meeting of the
Shareholders of the Company.
[Description]
| 1. | Reason to issue the Stock Acquisition Rights: |
|
To raise their morale and their motivation to contribute to the improvement of the consolidated
performance of the Company, but also for the purpose of clarifying their incentive to enhance the
long-term corporate value of the Company by fostering the same perspective on corporate value
with the shareholders. |
||
| 2. | The name of Stock Acquisition Rights: |
|
Sixteenth Stock Acquisition Rights of Komatsu Ltd. |
||
| 3. | Type and number of shares underlying Stock Acquisition Rights |
|
The shares to be issued for the Stock Acquisition Rights shall be common stock, and the number of
shares subject to one (1) Stock Acquisition Right (hereinafter “Number of Shares Granted”) shall
be 100 shares. |
||
However, after June 22, 2011, if the Company effects a stock split of its common stock (including
allotment of common stock to shareholders without consideration; the same applies hereinafter) or
effects a stock consolidation, the Number of Shares Granted subject to one (1) Stock Acquisition
Right shall be adjusted proportionately, in accordance with the ratio of the stock split or the
stock consolidation in question. Also, if it is necessary to adjust the Number of Shares Granted
after June 22, 2011 for reasons other than the aforementioned reasons, the Company shall adjust
the Number of Shares Granted in connection with the aforementioned Stock Acquisition Rights to
the extent reasonable. |
||
Fractions of less than one (1) share resulting from the foregoing adjustment shall be rounded
down. |
||
| 4. | Total number of the Share Acquisition Rights: |
|
2,529 rights |
||
The above number is the total number of the Stock Acquisition Rights that are expected to be
allotted and, accordingly, in the event that the total number of application for subscription
of the Stock Acquisition Rights does not reach the above-mentioned number or there occurs a
reduction in the total number of the Stock Acquisition Rights to be allotted, the total number
of the Stock Acquisition Rights shall be equal to the total number of the Stock Acquisition
Rights that are actually allotted. |
||
| 5. | Persons to whom Stock Acquisition Rights shall be granted (“Grantee”): |
|
65 employees of the Company and 12 directors of major subsidiaries. |
1
Table of Contents
| 6. | Subscription amount to be paid for each Stock Acquisition Right (The subscription amount): |
|
No consideration shall be paid. |
||
Since this issuance constitutes an issuance of Stock Acquisition Rights to individuals other than
shareholders with particularly favorable terms and conditions as set forth in ‘5.’ and ‘6.’,
the Ordinary General Meeting of Shareholders held on June 22, 2011 has resolved under Article
309 of the Companies Act to delegate the determination of the Subscription Requirements to the
board of directors, pursuant to the provisions of Article 238 and Article 239 of the Companies
Act. |
||
| 7. | Allotment Date of the Stock Acquisition Rights: |
|
August 1, 2011. |
||
| 8. | Amount of assets to be paid upon exercise of the Stock Acquisition Rights: |
|
The amount of assets to be paid upon exercise of the Stock Acquisition Rights shall be JPY one
(1) per each one (1) share to be transferred upon exercise of the Stock Acquisition Rights,
multiplied by the Number of Shares Granted. |
||
| 9. | Exercise period for the Stock Acquisition Rights: |
|
From August 1, 2014 to July 31, 2019 |
||
| 10. | Conditions for the exercising the Stock Acquisition Rights: |
|
If a holder of Stock Acquisition Rights Who is a Director, Corporate Auditor or employee of the
Company, or a Director, Corporate Auditor or employee of an affiliate of the Company, loses his
or her all respective status set above, that person is able to exercise the Stock Acquisition
Rights only within three (3) year period from the date they lost such position; provided,
however, that the period shall not exceed the original exercise period for the Stock Acquisition
Rights described at ‘9’ above, and the other terms and conditions concerning the exercise of
Stock Acquisition Rights shall be decided at the contracts to be executed by and between the
Company and the Grantees of the Stock Acquisition Rights (hereinafter “Stock Acquisition Rights
Contracts”). |
||
| 11. | Restriction on Acquisition of the Stock Acquisition Rights by Transfer |
|
Acquisition of the Stock Acquisition Rights by transfer shall be required to be approved by
resolution of the Board of Directors of the Company. |
||
| 12. | Matters concerning the increase in paid-in capital and capital surplus in the event of
issuance of shares upon the exercise of the Stock Acquisition Rights |
| 1) | The amount of paid-in capital increase in the event of the issuance of shares upon
the exercise of the Stock Acquisition Rights shall be one half of the maximum amount of
capital increase, calculated in accordance with Article 17, Paragraph 1 of the Corporate
Accounting Regulations. Fractions less than one (1) yen resulting from the calculation
shall be rounded up. |
||
| 2) | An increase in the capital surplus in the event of the issuance of shares upon
exercise of the Stock Acquisition Rights shall be the amount obtainable by subtracting
the amount of the paid-in capital increase from the maximum amount of the capital
increase, as set forth in ‘12.1)’ above. |
| 13. | Provisions pertaining to acquisition of the Stock Acquisition Rights by the Company |
|
The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition by the
Company. |
2
Table of Contents
| 14. | In the event where the Company engages in any merger (limited to a case where the Company
ceases to exist as the result of merger), a corporate split in which a division of the Company
is merged into an existing company, a corporate split in which a division of the Company is
spun off to establish a new company (for both, limited to cases where the Company is split
up), or an exchange or transfer of shares (for both, limited to cases where the Company
becomes a fully-owned subsidiary) (hereinafter collectively “Restructuring Actions”), each
person holding the remaining Stock Acquisition Rights at the time the Restructuring Actions
take effect (hereinafter “Remaining Stock Acquisition Rights”) shall be
granted the Stock Acquisition Rights of the relevant stock companies prescribed in Article 236,
Paragraph 1, Item 8, (a) through (e) of the Companies Act (hereinafter “Reorganized Company”), in
accordance with the conditions set forth below. In this event, the Remaining Stock Acquisition
Rights shall become null and void and new Stock Acquisition Rights in the Reorganized Company
shall be issued. However, the new Stock Acquisition Rights shall be granted only if provisions
for granting them in accordance with the following conditions (i-viii) are included as conditions
in a merger agreement (in which the Company is merged into a Reorganized Company or a Reorganized
Company is established as the result of the merger), a corporate split agreement (in which a
division of the Company is merged into a Reorganized Company), a plan for a corporate split (in
which a division of the Company is spun off to establish a Reorganized Company), and a share
exchange agreement or a plan for transfer of shares(in which the Company becomes a fully-owned
subsidiary of a Reorganized Company). |
| i. | Number of the Stock Acquisition Rights of a Reorganized Company to be granted |
||
At the time the Restructuring Actions take effect, each holder of the Remaining Stock
Acquisition Rights shall be granted the Stock Acquisition Rights of which the number is
equivalent to the number of such Rights held at the Reorganized Company. |
|||
| ii. | Type of shares of the Reorganized Company to be issued for the Stock Acquisition Rights |
||
Type of shares subject to the Stock Acquisition Rights shall be common stock of the
Reorganized Company. |
|||
| iii. | Number of shares of the Reorganized Company to be issued upon exercise of the Stock
Acquisition Rights |
||
The number of shares shall be determined in accordance with’3’ above, after taking into
consideration the conditions or other factors concerning the Restructuring Actions. |
|||
| iv. | Amount of assets to be paid upon the exercise of the Stock Acquisition Rights |
||
The amount of assets to be paid upon the exercise of newly granted Stock Acquisition Rights
shall be the amount obtainable by multiplying JPY one (1) per each one (1) share the
Exercise Price to be adjusted after taking into consideration the conditions and other
factors concerning the Restructuring Actions, by the number of shares to be issued for each
acquisition right as determined in ‘14. iii’ above. |
|||
| v. | Exercise period for the Stock Acquisition Rights |
||
The Exercise Period shall begin on either the first date of the exercise period for the
Stock Acquisition Rights stipulated in ‘9’ above, or on the date that the Restructuring
Actions take effect, whichever comes later, and shall continue to the final date of the
exercise period for the Stock Acquisition Rights stipulated in ‘9’ above. |
|||
| vi. | Increase in paid-in capital and capital surplus in the event of the issuance of
shares upon exercise of the Stock Acquisition Rights |
||
Such increases shall be determined based on ‘12’ above. |
|||
| vii. | Restriction on Acquisition of the Stock Acquisition Rights by Transfer |
||
Acquisition of the Stock Acquisition Rights by transfer shall required to be approved by the
Reorganized Company. |
|||
| viii. | Provisions pertaining to acquisition of the Stock Acquisition Rights |
||
The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition of
the Stock Acquisition Rights. |
| 15. | In case where the number of shares to be issued or transferred to the holders of the Stock
Acquisition Rights includes any fraction less than one (1) share, such fraction shall be
rounded down. |
[Reference]
| (1) | Date of the resolution of the Board of Directors pursuant to which it was decided to
submit the proposal regarding Stock Acquisition Rights for shareholder approval at the 142th
Ordinary General Meeting of Shareholders: April 27, 2011 |
|
| (2) | Date of the resolution of shareholders at the 142th Ordinary General Meeting of
shareholders approving the issuance of the Stock Acquisition Rights: June 22, 2011 |
(end)
3