FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June, 2005
Commission File Number 2 - 68279
RICOH COMPANY, LTD.
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(Translation of Registrant's name into English)
15-5, Minami-Aoyama 1-Chome, Minato-ku, Tokyo 107-8544, Japan
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(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
permitted by Regulation S-T Rule 101(b)(1): __ )
(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): __ )
(Indicate by check mark whether by furnishing the information contained in this
Form, the registrant 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-__ )
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SIGNATURE
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.
Ricoh Company, Ltd.
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(Registrant)
By: /S/ Etsuo Kobayashi
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Etsuo Kobayashi
Corporate Senior Vice President
General Manager of
Personnel Division
June 28, 2005
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(TRANSLATION)
June 28, 2005
NOTICE OF RESOLUTION
AT THE 105TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder,
Ricoh Company, Ltd. hereby informs you of the reports submitted and resolutions
reached at its 105th ordinary general meeting of shareholders.
Yours faithfully,
Masamitsu Sakurai,
Chairman of the Board and
Representative Director,
President and Chief Executive Officer
Ricoh Company, Ltd.
3-6 Nakamagome 1-chome, Ohta-ku, Tokyo
REPORTED ITEMS
1. The Business Report, Consolidated Balance Sheets and
Consolidated Statements of Income as well as the results of
auditing consolidated financial statements by accounting
auditors and the Board of Corporate Auditors for the fiscal year
ended March 31, 2005 (April 1, 2004 to March 31, 2005)
2. The Non-Consolidated Balance Sheets and Non-Consolidated
Statements of Income for the fiscal year ended March 31, 2005,
and the acquisition of treasury shares by resolution of the
Board of Directors in accordance with the authorization provided
in the Company's Articles of Incorporation.
RESOLVED ITEMS
Agenda 1: Approval of the proposed appropriation of retained earnings for
the fiscal year - Approved as proposed. (Dividend is Yen 10 per
share)
Agenda 2: Partial amendment to the Articles of Incorporation - Approved as
proposed. (For details of the amendment, please refer to pages
3-4.)
Agenda 3: Election of one (1) director - Approved as proposed, with the new
appointment of Takaaki Wakasugi.
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Agenda 4: Granting of retirement allowances to retiring directors and a
corporate auditor - Approved as proposed, with the resolution to
disburse retirement allowances in appropriate amounts within the
set limits according to the standards prescribed by the Company
and the past practice, to the retiring directors Makoto
Hashimoto, Kiyoshi Sakai, Kazuo Togashi and Yuji Inoue, as well
as retiring corporate auditor Hideyuki Takamatsu, in recognition
of their services. The details such as amount, timing and manner
of payment are to be decided by the Board of Directors regarding
directors and to the consultation of corporate auditors
regarding the corporate auditor.
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PAYMENT OF DIVIDENDS
It was resolved at the meeting to pay a dividend of Yen 10 per share (Yen 20 for
the full fiscal year). Please review the enclosed postal remittance notification
form to receive the dividend payment.
If you specify a bank transfer, we will send you a dividend account
statement and a remittance form.
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DETAILS OF AMENDMENT TO THE ARTICLES OF INCORPORATION
The details of the amendment are as follows:
(Underlined portions indicate the changes.)
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Previous Articles of Incorporation New Articles of Incorporation
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Chapter II. Shares Chapter II. Shares
(Total Number of Shares to be Issued and Types of (Total Number of Shares to be Issued and Types of
Share Certificates) Share Certificates)
Article 5 Article 5
1. The total number of shares to be issued 1. The total number of shares to be
by the Company is nine hundred and issued by the Company is one billion and
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ninety-three million (993,000,000) shares. If five hundred million (1,500,000,000)
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any shares are cancelled, the number of shares shares. If any shares are cancelled, the
so cancelled shall be deducted from the total number of shares so cancelled shall be
number of shares to be issued. deducted from the total number of shares to
be issued.
2. The types of share certificates to be 2. (Unchanged)
issued by the Company shall be subject to the
Share Handling Regulations established by the
Board of Directors.
Chapter III. General Meeting of Shareholders Chapter III. General Meeting of Shareholders
(Calling of Meeting) (Calling of Meeting)
Article 12 Article 12
1. The ordinary general meeting of shareholders 1. (Unchanged)
shall be called in June each year and an
extraordinary general meeting of shareholders
shall be called as the necessity arises.
2. A general meeting of shareholders shall 2. A general meeting of shareholders
be called by the President in accordance with shall be called by a Representative Director
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the resolution of the Board of Directors. previously appointed by the resolution of
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the Board of Directors.
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3. In the event that the President is 3. In the event that the Representative
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unable to act, one of the other directors Director as appointed above is unable to
shall call such meeting in the order ---------------------------
determined in advance by resolution of the act, one of the other directors shall call
Board of Directors. such meeting in the order determined in
advance by resolution of the Board of
Directors.
(Chairman) (Chairman)
Article 14 Article 14
The President shall preside over a general meeting A Representative Director previously appointed by
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of shareholders. In the event that the President is resolution of the Board of Directors shall preside
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unable to act, one of the other directors shall act over a general meeting of shareholders. In the event
in his place in the order determined in advance by that the Representative Director is unable to act,
resolution of the Board of Directors. ---------------------------
one of the other directors shall act in his place in
the order determined in advance by resolution of the
Board of Directors.
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Previous Articles of Incorporation New Articles of Incorporation
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Chapter IV. Directors and Board of Directors Chapter IV. Directors and Board of Directors
(Number) (Number)
Article 17 Article 17
The Company shall have not more than thirty (30) The Company shall have not more than fifteen (15)
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directors. directors.
(Directors with Specific Titles; Representative (Representative Directors)
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Directors)
Article 21 Article 21
1. One (1) Chairman, one (1) President, and (Deleted)
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one (1) or more Executive Vice Presidents,
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Executive Managing Directors and Managing
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Directors may be appointed from among the
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directors by resolution of the Board of
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Directors.
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2. One (1) or more representative directors shall One (1) or more representative directors appointed
be shall be appointed by resolution of the by resolution of the Board of Directors.
Board of Directors.
(Calling of Meetings of Board of Directors; (Calling of Meetings of Board of Directors;
Chairman; Resolutions) Chairman; Resolutions)
Article 22 Article 22
1. The Board of Directors shall decide 1. (Unchanged)
important matters concerning the execution of
business and affairs of the Company as well as
such matters as are provided for in laws and
ordinances.
2. A meeting of the Board of Directors shall be 2. A meeting of the Board of Directors shall be
called and presided over by the Chairman. In called and presided over by a Director
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case the office of the Chairman is vacant or previously appointed by the Board of
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in case the Chairman is unable to act, one Directors. In case the Director is unable to
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of the other directors shall act in his act, one of the other directors shall act in
place in the order determined in advance by his place in the order determined in advance
resolution of the Board of Directors. by resolution of the Board of Directors.
3. Notice of a meeting of the Board of Directors 3. (Unchanged)
shall be dispatched to each director and each
statutory auditor three (3) days before the
date of the meeting; provided, however, that
such meeting may be held without going
through the procedure for calling if so
agreed by all the directors and the statutory
auditors.
4. Resolutions at a meeting of the Board of 4. (Unchanged)
Directors shall be adopted by a majority of
the directors present who shall constitute a
majority of the total number of directors.
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* This notice has been translated from the original notice in Japanese. In the
event of any discrepancy, the original notice in Japanese shall prevail.
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APPENDIX
1. REPRESENTATIVE DIRECTORS AND DIRECTORS
The Company's representative directors and directors as of June 28, 2005 are as
follows:
Chairman of the Board and
Representative Director: Masamitsu Sakurai
Representative Director: Tatsuo Hirakawa
Director: Koichi Endo
Director: Masayuki Matsumoto
Director: Katsumi Yoshida
Director: Takashi Nakamura
Director: Shiroh Kondoh
Director: Kazunori Azuma
Director: Zenji Miura
Director (Outside): Nobuo Mii
Director (Outside): Takaaki Wakasugi
2. CORPORATE AUDITORS
The Company's corporate auditors as of June 28, 2005 are as follows:
Corporate Auditor (Standing): Hisaaki Koga
Corporate Auditor (Standing): Kohji Tomizawa
Corporate Auditor: Kenji Matsuishi
Corporate Auditor: Takehiko Wada
Note: Corporate auditors Kenji Matsuishi and Takehiko Wada are outside
auditors in accordance with Article 18, Paragraph 1 of the Law for
Special Exceptions to the Commercial Code concerning Audit, etc. of
Kabushiki Kaisha.
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(REFERENCE)
The Company's executive officers as of June 28, 2005 are as follows:
President and Chief Executive Officer
Masamitsu Sakurai
Deputy President
Tatsuo Hirakawa
Corporate Executive Vice Presidents
Koichi Endo
Masayuki Matsumoto
Katsumi Yoshida
Shiroh Kondoh
Kazunori Azuma
Zenji Miura
Corporate Senior Vice Presidents
Kiyoshi Sakai
Kazuo Togashi
Terumoto Nonaka
Tadatoshi Sakamaki
Etsuo Kobayashi
Hiroshi Tategami
Haruo Nakamura
Kenji Hatanaka
Hideko Kunii
Hiroshi Kobayashi
Susumu Ichioka
Corporate Vice Presidents
Kunio Taniguchi
Kiyoto Nagasawa
Yutaka Ebi
Hiroo Matsuda
Hiroshi Adachi
Corporate Vice Presidents
Kohji Sawa
Yoshimasa Matsuura
Sadahiro Arikawa
Norio Tanaka
Kenichi Kanemaru
Daisuke Segawa
Hisashi Takata
Kenichi Matsubayashi
Kunihiko Satoh
(Group Executive Officers)
Corporate Executive Vice Presidents
Makoto Hashimoto
Takashi Nakamura
Corporate Senior Vice President
Yuji Inoue
Corporate Vice Presidents
Peter E. Hart
Bernard Decugis
Yoichi Shirahata
Hiroshi Tsuruga
Norihisa Goto
Shunsuke Nakanishi
Shiroh Sasaki
Mitsuhiko Ikuno
Yoshihiro Niimura
Michel De Bosschere
Toshiaki Katayama
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