FORM 6-K
U.S. 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 February 27, 2003
Commission File Number: 0-30204
Internet Initiative Japan Inc.
(Translation of registrant's name into English)
Takebashi Yasuda Bldg., 3-13 Kanda Nishiki-cho, Chiyoda-ku,
Tokyo 101-0054, 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DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY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
1-1 02/26/2003 IIJ Announces Issuance of New Shares
--(English Press Release)
1-2 02/26/2003 REGARDING THE ISSUANCE OF SHARES THROUGH THIRD
PARTY ALLOCATION
--(Translation of Japanese Press Release)
2 02/27/2003 PUBLIC NOTICE OF A RESOLUTION OF THE BOARD OF
DIRECTORS CONCERNING THE ISSUANCE OF SHARES
THROUGH THIRD PARTY ALLOCATION
--(Translation of Japanese Statutory Notice)
The new shares referenced in the statutory notice attached hereto have not
been and will not be registered under the United States Securities Act of 1933,
as amended, (the "Act") and may not be offered and sold in the United States or
to U.S. persons absent registration or an applicable exemption from the
registration requirements under the Act.
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: February 27, 2002 By: /s/ Koichi Suzuki
--------------------------------
Koichi Suzuki
President, Chief Executive Officer and
Representative Director
EXHIBIT 1-1
For inquiries please contact:
Junko Higasa
IIJ Investor/Media Relations Office
ir@iij.ad.jp or +81-3-5259-6500(Tel)
IIJ Announces Issuance of New Shares
TOKYO, February 26, 2003 -- Internet Initiative Japan Inc. ("IIJ", NASDAQ:
IIJI), Japan's leading Internet access and comprehensive network solutions
provider, today announced that its board of directors has approved the issuance
of 6,520 new shares of common stock at a price of JPY 690,657 per share in a
proposed private placement to third parties conducted entirely in Japan. The
subscription and payment date for the new shares is expected to be March 20,
2003. Additional details of the proposed issuance have not yet been determined.
"The issuance of new shares is part of our previously announced plans to
increase our capital base. We expect that the proposed issuance allows IIJ in
the implementation of its growth strategy in order to take full advantage of the
rapidly growing broadband market in Japan," said Koichi Suzuki, President and
CEO of IIJ.
Statutory notice regarding this board resolution will be published in the Nikkei
newspapers on February 27, 2003, JST. The new shares to be offered have not and
will not be registered under the United States Securities Act of 1933, as
amended, (the "Act") and may not be offered and sold in the United States or to
U.S. persons absent registration or an applicable exemption from the
registration requirements under the Act.
About IIJ
Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ: IIJI) 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 about a proposed share issuance may
constitute 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.
EXHIBIT 1-2
--(Translation of Japanese Press Release)
February 26, 2003
REGARDING THE ISSUANCE OF SHARES THROUGH THIRD PARTY ALLOCATION
The board of directors of the Internet Initiative Japan Inc.(IIJ,
Chiyoda-ku, Tokyo, President: Koichi Suzuki) adopted a resolution for the
issuance of new shares through third party allocation as set forth below:
NOTICE
1. Number of Shares to be Issued: 6,520 shares of common stock
2. Issue Price: JPY690,657 per share
3. Amount not to be Credited to the Paid-In Capital out of the Issue
Price of New Shares: JPY345,328 per share
4. Date for Application: March 20, 2003 (Thursday)
5. Date for Payment: March 20, 2003 (Thursday)
6. Method of Allocation:
The new shares to be issued shall be allocated to certain third
parties.
7. Commencement Date for Calculation of Dividend:
October 1, 2002 (Tuesday)
EXHIBIT 2
--(Translation of Japanese Statutory Notice)
PUBLIC NOTICE OF A RESOLUTION OF THE BOARD OF DIRECTORS
CONCERNING
THE ISSUANCE OF SHARES THROUGH THIRD PARTY ALLOCATION
February 27, 2003
13, Kandanishiki-cho 3-chome
Chiyoda-ku, Tokyo
Internet Initiative Japan Inc.
(the "Company")
Koichi Suzuki, Representative Director
To Our Shareholders:
On February 26, 2003, the board of directors of the Company adopted a resolution
for the Company's issuance of new shares through third party allocation as set
forth below:
NOTICE
8. Number of Shares to be Issued: 6,520 shares of common stock
9. Issue Price: JPY690,657 per share
10. Amount not to be Credited to the Paid-In Capital out of the Issue
Price of New Shares: JPY345,328 per share
11. Date for Application: March 20, 2003 (Thursday)
12. Date for Payment: March 20, 2003 (Thursday)
13. Method of Allocation:
The new shares to be issued shall be allocated to certain third
parties.
14. Commencement Date for Calculation of Dividend:
October 1, 2002 (Tuesday)