FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For November 05, 2003 Commission File Number: 0-30204 ------- Internet Initiative Japan Inc. (Translation of registrant's name into English) Jinbocho Mitsui Bldg. 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, Japan (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 per-mitted by Regulation S-T Rule 101(b)(1): ____ Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as per-mitted by Regulation S-T Rule 101(b)(7): ____ Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the reg-istrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a mate-rial event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether the registrant by furnishing the information contained in this Form 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- ------------- THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATMENT ON FORM F-3 (FILE NO. 333-12696) OF INTERNET INITIATIVE JAPAN INC. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED. EXHIBIT INDEX Exhibit Date Description of Exhibit ------- ---- ---------------------- 1 11/05/2003 IIJ to Retain Nasdaq Listing 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. Internet Initiative Japan Inc. Date: November 5, 2003 By: /s/ Koichi Suzuki ------------------------------------- Koichi Suzuki President, Chief Executive Officer and Representative Director EXHIBIT 1 IIJ to Retain Nasdaq Listing TOKYO--(BUSINESS WIRE)--Nov. 5, 2003--Internet Initiative Japan Inc. ("IIJ" Nasdaq: IIJIE) today announced that it has received notice from Nasdaq that IIJ's American Depositary Shares ("ADSs") will continue to be listed on the Nasdaq National Market. As was previously announced, IIJ received a delisting notice from Nasdaq due to IIJ's inability to file its annual report on Form 20-F for the fiscal year ended March 31, 2003 with unqualified audited financial statements as a consequence of IIJ not being able to obtain audited financial statements of IIJ's former significant equity method investee, Crosswave Communications, Inc. ("Crosswave") following the commencement by Crosswave of corporate reorganization proceedings in Japan. At IIJ's request, this delisting determination was reviewed by a Nasdaq Listing Qualifications Panel at a hearing. The continued listing is subject to requirements that IIJ file its annual report on Form 20-F for the fiscal year ending March 31, 2004 with the U.S. Securities and Exchange Commission and Nasdaq on or before September 30, 2004, and that IIJ demonstrate compliance with all requirements for continued listing on The Nasdaq National Market throughout this period. The fifth character "E" will remain appended to IIJ's trading symbol pending confirmation that IIJ has evidenced full compliance with Nasdaq's filing requirement and all other requirements for continued listing on The Nasdaq Stock Market. About IIJ Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ: IIJIE) is Japan's leading Internet-access and comprehensive network solutions provider. The company has built one of the largest Internet backbone networks in Japan, and between Japan and the United States. IIJ and its group of companies provide total network solutions that mainly cater to high-end corporate customers. Services range from the delivery of new generation network services over an optical-fiber infrastructure that is optimized for data communications, to the construction of pan-Asian IP backbone networks. The company also offers high-quality systems integration and security services, internet access, hosting/housing, and content design. The statements within this release contain forward-looking statements about our future plans that involve risk and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed 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 Office, +81-3-5259-6500 ir@iij.ad.jp http://www.iij.ad.jp/