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 September 1, 2003
Commission File Number: 0-30204
Internet Initiative Japan Inc.
(Translation of registrant's name into English)
Jinbocho Mitsui Bldg. 1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo 101-0051, 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DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY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 08/29/2003 Memorandum of Understanding
-Translation-
2 09/01/2003 PUBLIC NOTICE OF A RESOLUTION OF THE BOARD OF
DIRECTORS CONCERNING THE ISSUANCE OF SHARES THROUGH
THIRD PARTY ALLOCATION
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: September 1, 2003 By: /s/ Koichi Suzuki
--------------------------------------------
Koichi Suzuki
President, Chief Executive Officer and
Representative Director
EXHIBIT 1
(Translation for reference only)
Memorandum of Understanding
Nippon Telegraph and Telephone Corporation ("NTT") and Internet Initiative Japan
Inc. ("IIJ") hereby enter into this Memorandum of Understanding (the
"Memorandum") as follows in order for NTT to be allocated IIJ's shares in
connection with the resolution of IIJ's board of directors on August 28, 2003 to
issue new shares through third party allocation (the "Resolution of New Share
Issuance"):
1. NTT and IIJ will make their best efforts to enter into a share subscription
agreement with such contents as definitively agreed to between the parties
whereby NTT is to be allocated new shares pursuant to the Resolution of New
Share Issuance (the "Definitive Agreement") on or before September 16,
2003.
2. IIJ shall not make any negotiation, discussion or other talks with any
third party other than NTT, except for those based on the Resolution of New
Share Issuance, regarding issuance of its shares, stock acquisition rights,
bonds with stock acquisition rights and any other securities that are
convertible or exchangeable to its shares, and share exchange, merger and
company split which involve IIJ as a party.
3. The Memorandum is effective and valid from the date hereof until the
earlier of (1) September 17, 2003 or (2) the execution of the Definitive
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Memorandum in duplicate,
each party retaining one (1) copy thereof, respectively.
August 29, 2003
/s/ Norio Wada
---------------------
Norio Wada
President and Chief Executive Officer
Nippon Telegraph and Telephone Corporation
3-1, Otemachi 2-chome, Chiyoda-ku, Tokyo, Japan
/s/ Koichi Suzuki
---------------------
Koichi Suzuki
President, Chief Executive Officer and Representative Director
Internet Initiative Japan Inc.
1-105 Kanda Jinbo-cho, Chiyoda-ku, Tokyo, Japan
EXHIBIT 2
PUBLIC NOTICE OF A RESOLUTION OF THE BOARD OF DIRECTORS CONCERNING
THE ISSUANCE OF SHARES THROUGH THIRD PARTY ALLOCATION
(Translation)
September 1, 2003
105, Kanda Jinbo-cho 1-chome, Chiyoda-ku, Tokyo
Internet Initiative Japan Inc.(the "Company")
Koichi Suzuki, Representative Director
To Our Shareholders:
On August 28, 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
1. Number of Shares to be Issued:
12,615 shares of common stock
2. Issue Price:
JPY 951,300 per share
3. Amount not to be Credited to the Paid-In Capital out of the Issue Price of
New Shares:
JPY 475,650 per share
4. Date for Application:
September 16, 2003 (Tuesday)
5. Date for Payment:
September 16, 2003 (Tuesday)
6. Method of Allocation:
The new shares to be issued shall be allocated to certain third
parties.
7. Commencement Date for Calculation of Dividend:
April 1, 2003 (Tuesday)