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 July 2002
COMMISSION FILE NUMBER: 1-7239
KOMATSU LTD.
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Translation of registrant's name into English
3-6 Akasaka 2-chome, Minato-ku, Tokyo, 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 _____
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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
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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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INFORMATION TO BE INCLUDED IN REPORT
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1. Notification of Resolution of the 133rd Ordinary General Meeting of
Shareholders
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 5, 2002 By: /s/ Kenji Kinoshita
----------------------
Kenji Kinoshita
3
(TRANSLATION)
June 26, 2002
NOTIFICATION OF RESOLUTION OF THE
133RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
TO: THE SHAREHOLDERS
We hereby notify you as follows concerning the matters reported and
resolutions adopted at the 133rd Ordinary General Meeting of shareholders which
was held today.
Item of Report: Balance Sheet as of March 31, 2002 and Business Report and
Statement of Income for the 133rd business term (April 1,
2001 through March 31, 2002)
For this item, the contents of the above financial
accounts were reported.
Items of Business:
1st Item of Business: Matters concerning approval of the proposed
Appropriation of Profit for the 133rd business term
(April 1, 2001 - March 31, 2002)
This item was approved and resolved as proposed, and the cash dividend
for the current term was resolved to be payable at (Yen)3.00 per share.
2nd Item of Business: Matters concerning the Company's acquisition of its
treasury shares
This item was approved and resolved as proposed that, for the purposes
of realizing a flexible management that can cope with the changing
corporate environment, the Company shall, pursuant to the provisions
of Article 210 of the Commercial Code, purchase the Company's ordinary
shares up to a maximum of ten million shares at the total acquisition
price of JPY 5 billion during the period from the close of this
General Meeting of Shareholders until the close of the following
ordinary general meeting of shareholders.
4
3rd Item of Business: Matters concerning partial amendment of the Articles
of Incorporation
This items was approved and resolved as proposed. The reason and
details of the amendments of the Articles of Incorporation are set
forth later.
4th Item of Business: Matters concerning the election of three directors
The following three directors were nominated and all were duly elected
and assumed office: Messrs. Satoru Anzaki, Toshitaka Hagiwara and
Kunihiko Komiyama.
5th Item of Business: Matters concerning the election of two statutory
auditors
Messrs. Takaharu Dohi and Masafumi Kanemoto were duly elected and
assumed office.
6th Item of Business: Matters concerning the issuance of share acquisition
right to Directors and employees at no cost.
This item was approved and resolved as proposed that, for the purposes
of raising the motivation and lifting the morale of the Directors and
employees which shall contribute to the improvement of the performance
of the Company, the Company shall, pursuant to the provisions of
Article 280-20 and Article 280-21 of the Commercial Code, issue rights
to acquire new shares at no cost to the Directors and employees in the
form of stock options ("share acquisition rights"). A total of 950
rights shall be issued (the number of shares subject to one right of
share acquisition rights shall be 1,000 shares.), the maximum number of
ordinary shares of the Company shall be 950,000, and the amount to be
paid upon exercise of the share acquisition rights shall be based on
the market price of the share at the time of issuance of the share
acquisition rights.
7th Item of Business: Matters concerning the payment of retirement allowance
to retiring Director and Statutory Auditor.
Retirement allowance for the retiring director, Mr. Koji Ogaki, and
retiring Statutory Auditor, Mr. Hiroyuki Watanabe, will be paid in
reasonable amounts in accordance with the rules prescribed by the
Company. Details regarding the exact amount of payment, time and method
of payment, etc. shall be decided by the Board of Directors for the
Director and by consultation between the Statutory Auditors for the
Statutory Auditor, respectively.
5
The Reasons and Details of Amendment of the Articles of Incorporation
(3rd Item of Business)
1. Reasons for amendments:
(1) Business objectives were added to Article 2 in order to prepare for
future business diversification.
(2) Pursuant to the resolution of the Board of Directors Meeting held on
May 2, 2000, the Company acquired for profit 10 million treasury
shares and canceled all of these on May 17, 2000, therefore, "Number
of Shares Authorized to be Issued" in Article 5 was decreased
accordingly.
(3) The "Law Concerning Amendments to the Commercial Code" (Law No. 79 of
2001) was enacted on October 1, 2001 and the par value shares were
integrated into non-par value shares, the provisions in relation to
the number of shares in one unit (tangen) were created, and the Law
Concerning Exceptions to Cancellation of Shares was abolished. In
accordance with these amendments, the Company deleted the provisions
concerning the par value shares (Article 6) and cancellation of
shares (Article 7-2) and added new provisions concerning non-issuance
of share certificate for the shares less than one unit (tangen) share
(Article 7 after amendment), amended the word "unit (tan-i)" to "unit
(tangen)" (in all of Article 6, Article 8 and Article 9 after
amendment), and amended the provision concerning the quorum for the
election of directors and statutory auditors (Article 19 and Article
29 after amendment).
(4) In aim of the management to promptly deal with the changing
managerial environment and to flexibly establish the best management
structure, the term of directors provided in Article 21 was shortened
to one year.
(5) In view of the enactment of the "Law Concerning Amendments to the
Commercial Code and the Law for Special Exceptions to the Commercial
Code Concerning Audit, Etc. of Kabushiki Kaisha" (Law No. 149 of
2001) on May 1, 2002, new provisions were added in order to allow
directors and statutory auditors to fully exercise their expected
roles, and pursuant to Article 266, Paragraph 12 of the Commercial
Code and Article 280, Paragraph 1 of the same, in order to mitigate
the responsibilities of directors and statutory auditors by
resolution of the Board of Directors within the statutory maximum
amount (Article 27 and Article 36 after amendment).
(6) Other minor amendments were made accompanying the creation of new
provisions and deletions of former provisions.
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2. Details of the amendments:
The amendments to be made are as follows:
(amendments are shown in underlines)
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Before Amendment After Amendment
---------------- ---------------
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CHAPTER I. CHAPTER I.
GENERAL PROVISIONS GENERAL PROVISIONS
Article 2. Objectives and Purposes Article 2. Objectives and Purposes
The objectives and purposes of the The objectives and purposes of the
Company shall be to engage in the Company shall be to engage in the
following businesses: following businesses:
1. Manufacture, repair, sale and 1. No change
purchase of construction machinery,
agricultural machinery, industrial
machinery, automobiles, internal
combustion engines and various other
machinery and equipment and parts
thereof.
2. Manufacture, sale and purchase of 2. No change
various iron and steel goods.
3. Tempering, processing, sale and 3. No change
purchase of various types of iron and
steel, pig-iron, ferroalloys and
other special metals.
4. Manufacture, sale and purchase of 4. No change
various types of electric materials
and equipment.
5. Manufacture, sale and purchase of 5. No change
various synthetic resin products.
6. Manufacture, repair, sale and 6. No change
purchase of various arms and parts
thereof.
7. Mining industry, and sale and 7. No change
purchase of minerals.
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7
8. Designing, executing, supervising and 8. No change
contracting various types of civil
engineering and construction work for
plants, dwelling houses, and other
structures.
9. Sale and purchase of lumber, processed
lumber products and various types of 9. No change.
civil engineering and construction
materials, machinery and equipment.
10. Sale, purchase and lease of real property. 10. No change.
New. 11. Manufacture, sale and repair of
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industrial waste and general waste
----------------------------------
treatment device.
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New. 12. Collection, transportation,
--------------------------------
treatment, and recycling of
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industrial wastes and general
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wastes, sale of the recycled
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products, and consulting on these
---------------------------------
matters.
-------
New. 13. Development, creation, sales and
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consulting on the computer software and
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computer systems.
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New. 14. Electronic commerce using networks such
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as the internet.
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New. 15. Information processing and information
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providing service.
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16. All business incidental to each and every
--- one of the preceding item.
11. All business incidental to each and 17. Investing in other companies or promoting
--- every one of the preceding item. --- organization of other companies.
12. Investing in other companies or promoting
--- organization of other companies.
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CHAPTER II. SHARES CHAPTER II. SHARES
Article 5. Number of Shares Article 5. Number of Shares
Authorized to be Issued Authorized to be Issued
The total number of shares authorized The total number of shares authorized
to be issued by the Company shall be three to be issued by the Company shall be three
----- -----
billion nine hundred sixty five million billion nine hundred fifty five million
--------------------------------------- ---------------------------------------
(3,965,000,000) shares. Provided, however, (3,955,000,000) shares. Provided, however,
---------------------- -----------------------
this number shall be decreased accordingly this number shall be decreased accordingly
if the shares are canceled. if the shares are canceled.
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Article 6. Par Value of Shares
--------------------------------
The amount of each share having a par Deleted
value issued by the Company shall be
fifty yen (JPY 50).
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Article 7. One Unit (tan-i) of Shares Article 6. One Unit (tangen) of Shares
--------------------------------------- ----------------------------------------
The number of one unit (tan-i) of shares The number of one unit (tangen) of shares
-------------
of the Company shall be one thousand of the Company shall be one thousand
(1,000) shares. (1,000) shares.
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Article 7. Non-issuance of share
---------------------------------
certificate for the shares
--------------------------
less than one unit
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New (tangen) of shares
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The Company shall not issue share
---------------------------------
certificates for the shares less than the
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one unit (tangen) of shares, unless
-----------------------------------
otherwise described in the share handling
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rules.
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Article 7-2. Acquisition of the Company's
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Shares by a Resolution of the
-----------------------------
Board of Directors (Deleted)
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The Company can acquire for cancellation by
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appropriation of retained
-------------------------
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9
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earnings the Company's shares up to the
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maximum number of ninety million
--------------------------------
(90,000,000) shares pursuant to a
---------------------------------
resolution of the Board of Directors.
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Article 8. Transfer Agent Article 8. Transfer Agent
The Company shall appoint a transfer The Company shall appoint a transfer
agent relating to the share. agent relating to the shares.
The transfer agent and the place The transfer agent and the place
for providing shareholder service for providing shareholder service
shall be designated by a resolution shall be designated by a resolution
of the Board of Directors and of the Board of Directors and
published by the Company. published by the Company.
The Register of Shareholders and the The Register of Shareholders and the
Register of Beneficial Owners of the Register of Beneficial Owners of the
Company shall be kept at the place Company shall be kept at the place
for shareholders service of the for shareholders service of the
transfer agent. The Company shall transfer agent. The Company shall
have such transfer agent handle have such transfer agent handle
registration of change of holders, registration of change of holders,
registration of pledge of shares, registration of pledge of shares,
indication of shares held in trust, indication of shares held in trust,
re-issuance of share certificates, re-issuance of share certificates,
receiving of various notifications, receiving of various notifications,
preparation of the Register of preparation of the Register of
Beneficial Owners, receiving of Beneficial Owners, receiving of
beneficial owners' notification, beneficial owners' notification,
purchase of shares less than one unit purchase of shares less than one unit
---- ----
(tan-i) of shares, and any other (tangen) of shares, and any other
------- --------
services concerning shares. The services concerning shares. The
Company shall not handle these Company shall not handle these
services. services.
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Article 9. Share Handling Article 9. Share Handling
Regulations Regulations
Types of shares, and the handling of Types of shares, and the handling of
registration of change of holders, registration of change of holders,
registration of pledge of shares, registration of pledge of shares,
indication of shares held in trust, indication of shares held in trust,
re-issuance of share certificates, re-issuance of share certificates,
preparation of the register of preparation of the register of
Beneficial Owners, receiving of Beneficial Owners, receiving of
beneficial owners' notification, beneficial owners' notification,
purchase of shares less than one unit purchase of shares less than one unit
---- ----
(tan-i) of shares, and any other (tangen) of shares, and any other
------- --------
handling concerning shares shall be handling concerning shares shall be
governed by the Share Handling governed by the Share Handling
Regulations established by resolution Regulations established by resolution
of the Board of Directors. of the Board of Directors.
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CHAPTER IV. CHAPTER IV.
DIRECTORS AND BOARD OF DIRECTORS AND BOARD OF
DIRECTORS DIRECTORS
Article 19. Election of Directors Article 19. Election of Directors
Directors shall be elected at a Directors shall be elected at a
general meeting of shareholders of general meeting of shareholders of
the Company. the Company.
For a resolution of the election of For a resolution of the election of
directors, the presence of shareholders directors, the presence of the
representing at least one third (1/3) shareholders representing at least
or more of the shares having voting one third (1/3) or more of the
--------------------- voting rights held by all the
rights among the total number of shares -------------------------
--------------------------------------- shareholders is required.
issued and outstanding is required. ------------
----------------------
Cumulative voting shall not be used in Cumulative voting shall not be used
electing directors. in electing directors.
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Article 21. Term of Office of Article 21. Term of Office of
Directors Directors
The term of office of a director shall The term of office of a director
expire at the close of ordinary general shall expire at the Close of the
meeting of shareholders pertaining to ordinary general meeting of
the last settlement of accounts shareholders pertaining to the last
occurring within two (2) years after settlement of accounts occurring
------------- within one (1) year after his/her
his/her assumption of office. ------------
assumption of office.
The term of office of a director elected The term of office of a director
to fill a vacancy shall be concurrent elected to fill a vacancy shall be
with the term of office of his/her concurrent with the term of office
predecessor. of his/her predecessor.
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Article 27. Indemnification of the
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Directors
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The Company may exempt the director
-----------------------------------
from the director's liability
-----------------------------------
concerning the director's conducts
-----------------------------------
pursuant to Article 266, Paragraph
-----------------------------------
(New) 1, Item 5 of the Commercial Code,
-----------------------------------
by a resolution of the Board of
-----------------------------------
Directors to the statutory maximum
-----------------------------------
amount in accordance with the
-----------------------------------
provisions of Article 266,
-----------------------------------
Paragraph 12 of the Commercial
-----------------------------------
Code.
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CHAPTER V. CHAPTER V.
STATUTORY AUDITORS AND THE BOARD OF STATUTORY STATUTORY AUDITORS AND THE BOARD OF STATUTORY
AUDITORS AUDITORS
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Article 27. Number of Statutory Auditors Article 28. Number of Statutory Auditors
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The Company shall have no more than five (5) (Only the numbering of the provision changed
statutory auditors (Kansayaku). but no changes are made to the provision.)
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Article 28. Election of Statutory Auditors Article 29. Election of Statutory Auditors
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The statutory auditors shall be elected at a The statutory auditors shall be elected at a
general meeting of shareholders of the Company. general meeting of shareholders of the Company.
For a resolution of the election of statutory For a resolution of the election of statutory
auditors, the presence of shareholders auditors, the presence of shareholders
representing at least one third (1/3) or more of representing at least one third (1/3) or more
the shares having voting rights among the total of the voting rights held by all the shareholders
------------------------------------------- ------------------------------------------
number of shares issued and outstanding is required. is required.
-----------------------------------------
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Article 29. through Article 34. Article 30. through Article 35.
----------- ----------- ----------- -----------
(Indication of the contents of the provisions are (Only the numberings of the provisions changed
omitted.) but no changes are made to the provisions.)
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Article 36. Indemnification of the Statutory
--------------------------------------------
Auditors
--------
(New) The Company shall exempt the statutory auditor
----------------------------------------------
from its liabilities by a resolution of the Board
-------------------------------------------------
of Directors to the statutory maximum amount in
-----------------------------------------------
accordance with the provisions of Article 280,
----------------------------------------------
Paragraph 1 of the Commercial Code.
-----------------------------------
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12
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CHAPTER VI. ACCOUNTING CHAPTER VI. ACCOUNTING
Article 35. through Article 39. Article 37. through Article 41.
----------- ----------- ----------- -----------
(Indication of the contents of (Only the numberings of the provisions
the provisions are omitted.) changed but no changes are made to the
provisions.)
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CHAPTER VII. SUPPLEMENTARY PROVISIONS CHAPTER VII. SUPPLEMENTARY PROVISIONS
Article 40. Article 42.
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(Indication of the contents of the (Only the numbering of the provision
provision is omitted.) changed but no changes are made to the
provision.)
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Article 43.
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Notwithstanding the provisions of
---------------------------------
Article 21, the terms of the directors
--------------------------------------
elected at the General Meeting of
---------------------------------
(New) Shareholders held on June 27, 2001 shall
----------------------------------------
be until the close of the General
---------------------------------
Meeting of Shareholders to be held in
-------------------------------------
year 2003. This supplementary provision
---------------------------------------
shall be deleted after the lapse of the
---------------------------------------
period in the preceding paragraph.
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Sincerely yours,
KOMATSU LTD.
3-6, Akasaka 2-chome
Minato-ku, Tokyo
By: Masahiro Sakane
President and
Representative Director
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(Reference 1)
Directors and Statutory Auditors
At the Board of Directors meeting held after the closing of this General
Meeting of Shareholders, Mr. Kunihiko Komiyama was elected as Managing Director
and assumed office. Also, after the closing of this General Meeting of
Shareholders, Mr. Masafumi Kanemoto was elected as Standing Statutory Auditor by
mutual election of the statutory auditors and he assumed office.
Accordingly, the new composition of the directors and statutory auditors as
of June 26, 2002 are as follows:
Chairman and Director Satoru Anzaki Director and Counsel Tetsuya Katada
President and Masahiro Sakane Director Toshio Morikawa
Representative
Director
Executive Vice Toshitaka Hagiwara Standing Statutory Norimichi Kitagawa
President and Auditor
Representative
Director
Executive Managing Kazuhiro Aoyagi Standing Statutory Masafumi Kanemoto
Director Auditor
Managing Director Kunio Noji Statutory Auditor Masahiro Yoshiike
Managing Director Kunihiko Komiyama Statutory Auditor Takaharu Dohi
(Messrs. Masahiro Yoshiike and Takaharu Dohi, each of them being a Statutory
Auditor, satisfy the requirements for outside auditors provided in Article 18,
Paragraph 1 of the "Law for Special Exceptions to the Commercial Code Concerning
Audit, etc. of Kabushiki Kaisha.")
14
(Reference 2)
Payment of Cash Dividend for the 133rd Business Term
Cash dividends resolved in the above 1st Item of Business shall be paid in
accordance with the following procedures:
1. Shareholders who have not designated a bank account or a post office
savings account for the transfer of payment shall receive the payment at
the local post office by presenting the "Notice of Payment by Postal
Transfer" enclosed herein.
2. Shareholders who have designated a bank account or a post office savings
account for the transfer of payment are requested to confirm the "Dividend
Statement" and "Confirmation of the Account to which Payment will be
Transferred" which are enclosed herein.
In addition, the "Business Report of 133rd Business Term" is enclosed for your
information.
(Reference 3)
The disclosure of the Company's Balance Sheet and Statement of Income on
the home page
Pursuant to Article 283, Paragraph 5 of the Commercial Code, the Company has
decided to disclose its Balance Sheet and Statement of Income on the Company's
home page instead of in the publications. Our home page address is as follows:
http://www.komatsu.co.jp/CompanyInfo/bspl/