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 the month of July, 2008
Commission File No. 1-08346
TDK CORPORATION
(Translation of registrant's name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
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
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-________
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.
TDK
Corporation
(Registrant)
July 31, 2008
BY:
/s/
Tatsuhiko Atsumi
Tatsuhiko Atsumi
General Manager
Corporate Communications Department
Administration Group
Contacts:
Kazutoshi Kogure
TDK Corporation
Corporate Communications Dept.
Tel: (81)-3-5201-7102
E-mail; pr@mb1.tdk.co.jp
http://www.tdk.co.jp/tetop01/index.htm
FOR IMMEDIATE RELEASE
Notice Regarding the Allotment of
Stock Options
- Stock Acquisition
Rights -
TOKYO JAPAN, July
31, 2008
----- TDK Corporation
(the "Company") has announced that the Board of Directors today
decided to issue stock acquisition rights as stock options to
high-ranking TDK managers, and directors and high-ranking managers of group companies,
as detailed below. This resolution was based on authority vested in
the Board of Directors by
the Company's 112
th
Ordinary
Annual General Meeting of Stockholders held
on June 27, 2008.
Ⅰ. Reason for issuance of stock acquisition rights with
specially favorable terms and conditions to
individuals other than stockholders
The Company will issue stock acquisition as a further
incentive for contributing to the improvement of the Company's consolidated operating
results.
Ⅱ. Matters pertaining to the issuance of
stock acquisition rights
1. Name of stock acquisition
rights
TDK
Corporation 7
th
Stock Acquisition
Rights
2. Total number
of stock acquisition rights
987
3. Class and number of shares to be issued upon the exercise of
the stock acquisition rights
The class of share to be issued upon the exercise of
stock acquisition rights shall be the Company's common stock, and the number of shares
for each stock acquisition right (hereinafter the "number of shares granted")
shall be 100.
However, in the event that the Company conducts a stock
split, distributes shares free of charge, or consolidates its common stock,
the "number of shares granted" shall be adjusted according to the following
method of calculation. This adjustment will apply to the "number of shares
granted" for those stock acquisition rights that have not already been exercised
prior to the relevant date. Moreover, fractions of less than one share arising out
of the above adjustments shall be discarded.
-more-
Post-adjustment "Number of shares granted" =
Pre-adjustment "number of shares granted" × stock split or stock
consolidation ratio
Moreover, in other cases where circumstances arise
requiring the "number of shares granted" to be adjusted, the "number of
shares granted" shall be adjusted appropriately.
4. Method for calculating the amount to be invested when
exercising each stock acquisition right
The amount to be invested when exercising each stock
acquisition right shall be the amount to be paid for each share that can be granted due
to the exercise of stock acquisition rights (hereinafter the "exercise price")
multiplied by the "number of shares granted."
The exercise price shall be an amount which is the
average of the closing price (regular way) of the Company's common stock on the Tokyo
Stock Exchange on each day (other than any day on which no sale is reported) of the
month immediately preceding the date of allotment (hereinafter "allotment date") of
stock acquisition rights, multiplied by 1.05. Any amount less than one yen arising
from this calculation shall be rounded up to the nearest yen.
However, if the resulting exercise price is less than the
closing price as of the day before the allotment date (or the closing price on the
nearest preceding day if there is no closing price on that date), then the closing
price on the day before the allotment date shall be used instead.
In the event that the Company conducts a stock split,
distributes shares free of charge, or consolidates its common stock after the allotment
date, the exercise price shall be adjusted in accordance with the following method of
calculation and any amount less than one yen arising out of such adjustment shall be
rounded up to the nearest yen:
Exercise price after adjustment = Exercise
price before adjustment ×
1 / Stock split or stock consolidation ratio
In case the Company issues new shares or disposes of its
own shares at a price less than the current market price (except in the case of the
conversion of convertible stock or stock with mandatory conversion terms, or in the
case of a request by a stockholder for the sale of shares constituting less than one
unit or the exercise of stock acquisition rights), the exercise price shall be adjusted
in accordance with the following formula and any amount less than one yen arising out
of such adjustment shall be rounded up to the nearest yen:
|
|
|
Number
of
shares
issued
+
|
Number of
shares
x
newly issued
|
Amount
paid
per
share
|
|
Exercise price
after
=
adjustment
|
Exercise
p
rice
x
before adjustment
|
|
Current market price
|
|
Number of
shares
issued
|
Number
of
new
+
shares
issued
|
In the above formula, the "number of shares issued" shall be
defined as the aggregate number of shares of common stock issued and outstanding less the
number of treasury stock. In the event that the Company disposes of treasury
stock, the "number of new shares issued" shall be read as "number of
treasury stock disposed of".
-more-
Moreover, in other cases where circumstances arise requiring the exercise
price to be adjusted after the allotment date, the exercise price shall be adjusted
appropriately.
5. Exercise period for stock acquisition rights
The exercise period shall be the period
beginning August 1, 2010 and ending on July
31, 2014.
6. Other conditions for exercising stock acquisition
rights
In the event that a stock acquisition rights holder relinquishes his or her
stock acquisition rights, such stock acquisition rights cannot be exercised.
7. Items concerning increases in common stock and
additional paid-in capital if shares are issued due to
the exercise of stock acquisition
rights
(a) In the event that shares are issued due to the exercise of stock
acquisition rights, common stock shall increase by half the limit for
increase in common stock calculated in accordance with Article 40-1
of the Japanese generally accepted accounting principles. Any amount
less than one yen arising shall be rounded up to the nearest yen.
(b) In the event that shares are issued due to the exercise of stock
acquisition rights, additional paid-in capital shall increase by the amount
remaining after deducting the increase in the limit for increase in common stock prescribed
in (a).
8. Restrictions on the acquisition of stock acquisition rights due
to transfers
Regarding the acquisition of stock acquisition rights due to transfers,
approval is required by resolution of the Company's Board of Directors.
9. Provisions for the acquisition of stock acquisition
rights
If a meeting of stockholders of the Company approves any of the following
proposals (or the Company's Board of Directors approves a resolution where approval of the
stockholders is not required), the Company can acquire the stock acquisition rights without
compensation on a date separately specified by the Board of Directors.
(i) a proposal of a merger agreement under which the Company is to be
dissolved,
(ii) a proposal for a corporate division agreement or plan under which the
Company undergoes a split, or
(iii) a proposal of a share transfer agreement or plan that makes the
Company a wholly owned subsidiary
10. Amount to be paid for stock acquisition
rights
No payment shall be required for the stock acquisition
rights.
11. Allotment date
of stock acquisition rights
September 2, 2008
12. Number of stock acquisition rights allotted and number of
eligible persons
967 stock acquisition rights will be allotted
to 185 high-ranking TDK managers, and 10 stock acquisition rights
will be allotted to 1 director and 10 stock acquisition rights will be
allotted to 2 high-ranking managers of group companies.
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