Form 6-K
FORM 6-K
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Report of Foreign
Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange
Act of 1934
For the month of
.....January..................................................
, 2011
CANON INC.
(Translation of
registrants name into English)
30-2, Shimomaruko
3-Chome, Ohta-ku, Tokyo 146-8501, 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 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-....................
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.
|
|
|
|
|
|
CANON INC. |
|
|
(Registrant) |
|
Date....January
27, 2011.... |
By....../s/......
Masashiro Kobayashi ............. |
|
|
(Signature)* |
|
|
Masashiro Kobayashi General
Manager Global Finance Management
Center Canon Inc. |
|
|
*Print the name and
title of the signing officer under his signature.
The following
materials are included.
1. Notice Regarding Issuance of Stock Options (Share Options)
January 27, 2011
|
|
|
|
|
Canon Inc. |
|
|
Chairman & CEO: Fujio Mitarai |
|
|
Securities code: 7751 |
|
|
[Tokyo (First Section) and other Stock Exchanges] |
|
|
|
|
|
Inquiries: |
|
|
Masahiro Haga |
|
|
Executive Officer, Group Executive, |
|
|
Finance & Accounting Headquarters |
|
|
+81-3-3758-2111 |
Notice
Regarding Issuance of Stock Options (Share Options)
Canon Inc. (the Company) resolved, at the meeting of its board of directors (the Board of
Directors) held on January 27, 2011 to make the following proposals at the Ordinary General
Meeting of Shareholders for the 110th Business Term of the Company scheduled for March 30, 2011: a)
that share options (shinkabu yoyaku-ken) be issued, without compensation, to the Companys
directors, executive officers and senior employees, as stock options, pursuant to the provisions of
Articles 236, 238 and 239 of the Corporation Law (Kaisha-ho); b) that the determination of the
matters regarding the offering be delegated to the Board of Directors; and c) that share options be
issued to the Companys directors as compensation. The Company hereby announces as follows:
1. |
|
The Reason for the Necessity to Issue Share Options without Compensation |
|
|
|
Share options will be issued to the Companys directors, executive officers and senior
employees, without compensation, for the purpose of further enhancing their motivation and
morale to improve the Companys performance, with a view to long-term improvement of its
corporate value. |
2. |
|
Grantees of Share Options |
|
|
|
The Companys directors, sixteen (16) executive officers, and not more than thirty (30)
senior employees who are entrusted with important functions. |
3. |
|
Maximum Number of Share Options |
|
|
|
The maximum number of share options that the Board of Directors will be authorized to
determine matters on offering, based on the delegation by resolution of the said shareholders
meeting (the Resolution), will be nine thousand five hundred (9,500). |
4. |
|
Cash Payment for Share Options |
|
|
|
No cash payment will be required for the share options that the Board of Directors will
be authorized to determine matters on offering, based on the delegation by the Resolution. |
5. |
|
Features of Share Options |
|
|
|
The features of share options that the Board of Directors will be authorized to determine
matters on offering, based on the delegation by the Resolution, will be as follows: |
- 2 -
|
(1) |
|
Number of Shares to be acquired upon Exercise of a Share Option |
|
|
|
|
The number of shares to be acquired upon Exercise of one (1) share option (the
Allotted Number of Shares) shall be one hundred (100) common shares, and the maximum
total number of shares to be delivered due to the exercise of share options shall be
nine hundred fifty thousand (950,000) shares. |
|
|
|
|
However, if the Company effects a share split (including allotment of common shares
without compensation; this inclusion being applicable below) or a share consolidation
after the date of the allotment of the share options, the Allotted Number of Shares will
be adjusted by the following calculation formula: |
|
|
|
|
Allotted Number of Shares after Adjustment |
|
= |
|
Allotted Number of Shares before Adjustment x Ratio of Share Splitting
or Share Consolidation. |
Such adjustment will be made only with respect to the number of issued share
options that have not then been exercised, and any fractional number of less than one
(1) share resulting from such adjustment will be rounded off.
|
(2) |
|
Amount of Property to Be Contributed upon Exercise of Share Options |
|
|
|
|
The amount of property to be contributed upon the exercise of each share option
will be the amount obtained by multiplying the amount to be paid in for one share (the
Exercise Price) to be delivered upon the exercise of a share option by the Allotted
Number of Shares. The Exercise Price will be the product of the multiplication of 1.05
and the closing price of one (1) common share of the Company in ordinary trading at the
Tokyo Stock Exchange as of the date of allotment of the share options (or if no trade is
made on such date, the date immediately preceding the date on which such ordinary shares
are traded), with any fractional amount of less than one (1) yen to be rounded up to one
(1) yen. |
|
|
|
|
The Exercise Price will be adjusted as follows: |
|
(i) |
|
If the Company effects a share split or a share consolidation after the
date of the allotment of the share options, the Exercise Price will be adjusted by
the following calculation formula, with any fractional amount of less than one (1)
yen to be rounded up to one (1) yen: |
|
|
|
|
Exercise Price after Adjustment |
|
|
|
|
|
= Exercise Price before adjustment x |
|
|
1 |
|
|
|
|
|
|
|
|
Ratio of Share Splitting or Share Consolidation |
|
(ii) |
|
If, after the date of allotment of share options, the Company
issues common shares at a price lower than the then market price thereof or
disposes common shares owned by it, the Exercise Price will be adjusted by the
following calculation formula, with any fractional amount of less than one (1) yen
to be rounded up to one (1) yen; however, the Exercise Price will not be adjusted
in the case of the exercise of share options: |
|
|
|
|
Exercise Price after Adjustment = Exercise Price before Adjustment x |
Number of Newly Issued Shares x Payment amount per Share
Number of Issued and Outstanding Shares +
Market Price
Number of Issued and Outstanding Shares + Number of Newly Issued Shares
The Number of Issued and Outstanding Shares is the number of shares already
issued by the Company after subtraction of the number of shares owned by the
Company. In the case of the Companys disposal of shares owned by it, the Number
of Newly Issued Shares will be replaced with the Number of Own Shares to be
Disposed.
- 3 -
|
(iii) |
|
In the case of a merger, a company split or capital reduction after
the date of allotment of share options, or in any other analogous case requiring
the adjustment of the Exercise Price, the Exercise Price shall be appropriately
adjusted within a reasonable range. |
|
(3) |
|
Period during Which Share Options Are Exercisable |
From May 1, 2013, to April 30, 2017
|
(4) |
|
Matters regarding Stated Capital and Capital Reserves Increased When Shares Are
Issued upon Exercise of Share Options |
|
(i) |
|
The increased amount of stated capital will be one half (1/2) of the
maximum amount of increases of stated capital, etc. to be calculated in accordance
with Article 17, Paragraph 1 of the Companies Accounting Regulations (Kaisha Keisan
Kisoku). Any fractional amount of less than one (1) yen resulting from such
calculation will be rounded up to one (1) yen. |
|
|
(ii) |
|
The increased amount of capital reserves shall be the amount of the
maximum amount of increases of stated capital, etc., mentioned in (i) above, after
the subtraction of increased amount of stated capital mentioned in (i) above. |
|
(5) |
|
Restriction on Acquisition of Share Options by Transfer |
|
|
|
|
An acquisition of share options by way of transfer requires the approval of the
Board of Directors. |
|
(6) |
|
Events for the Companys Acquisition of Share Options |
|
|
|
|
If a proposal for the approval of a merger agreement under which the Company will
become an extinguishing company or a proposal for the approval for a share exchange
agreement or a share transfer plan under which the Company will become a wholly-owned
subsidiary is approved by the Companys shareholders at a shareholders meeting (or by
the Board of Directors if no resolution of a shareholders meeting is required for such
approval), the Company will be entitled to acquire the share options, without
compensation, on a date separately designated by the Board of Directors. |
|
(7) |
|
Handling of Fractions |
|
|
|
|
Any fraction of a share (less than one (1) share) to be delivered to any holder of
share options who has exercised share options will be disregarded. |
|
(8) |
|
Other Conditions for Exercise of Share Options |
|
(i) |
|
One share option may not be exercised partially. |
|
|
(ii) |
|
Each holder of share options must continue to be a director, executive
officer or employee of the Company until the end of the Companys general meeting
of shareholders regarding the final business term within two (2) years from the end
of the Ordinary General Meeting of Shareholders for the 110th Business Term of the
Company. |
|
|
(iii) |
|
Holders of share options will be entitled to exercise their share
options for two (2) years, and during the exercisable period, even after they lose
their positions as directors, executive officers or employees. However, if a holder
of share options loses such position due to resignation at his/her initiative, or
due to dismissal or discharge by the Company, his/her share options will
immediately lose effect. |
|
|
(iv) |
|
No succession by inheritance is authorized for the share options. |
|
|
(v) |
|
Any other conditions for the exercise of share options may be
established by the Board of Directors. |
- 4 -
6. |
|
Specific Method of Calculation of Remuneration to Directors |
|
|
|
The amount of share options to be issued to the directors of the Company, as
remuneration, will be the amount to be obtained by multiplying the fair market value per share
option as of the allotment date thereof by the total number (not more than four thousand six
hundred (4,600) share options) of share options to be allotted to the directors existing as of
such allotment date. The fair market value of a share option will be calculated with the use
of the Black-Scholes model on the basis of various conditions applicable on the allotment
date. Upon approval of the proposal regarding election of directors, at the Ordinary General
Meeting of Shareholders for the 110th Business Term of the Company, the number of directors
will be nineteen (19). |
End.