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 October 8, 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DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY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 10/08/2003 IIJ Files Amended Annual Report on Form 20-F
including Audited Financial Statements and CEO and
CFO certifications
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: October 9, 2003 JST By: /s/ Koichi Suzuki
---------------------------------
Koichi Suzuki
President, Chief Executive Officer and
Representative Director
Exhibit 1
IIJ Files Amended Annual Report on Form 20-F including Audited
Financial Statements and CEO and CFO Certifications
NEW YORK & TOKYO--(BUSINESS WIRE)--Oct. 8, 2003--Internet
Initiative Japan, Inc. ("IIJ"; NASDAQ:IIJI) announced today that it
has filed with the United States Securities and Exchange Commission an
amended annual report on Form 20-F for the fiscal year ended March 31,
2003 with audited financial statements and the CEO and CFO
certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002.
As has previously been reported, IIJ has received a delisting
notice from Nasdaq for noncompliance with Marketplace Rule 4320(c)
(12) due to the absence in its previously filed Form 20-F, dated 30th
September 2003, of audited financial statements and the CEO and CFO
certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. IIJ has filed an amended Form 20-F today, as noted above,
and is also submitting today a hearing request to Nasdaq to review the
delisting determination. As a result, IIJ's securities will not be
delisted on October 13, 2003. The delisting will be stayed pending
further decision by Nasdaq.
The audit report in respect of IIJ's financial statements as of
and for the fiscal year ended March 31, 2003 is qualified as to the
equity method net loss, the impairment loss on investment in and
deposits for Crosswave Communications, Inc. ("Crosswave") and the
related summary financial information of Crosswave for the year ended
March 31, 2003 because IIJ has been unable to obtain audited financial
statements or other sufficient evidence of the results of operations
and financial condition of Crosswave as of and for the fiscal year
ended March 31, 2003 to enable IIJ to determine the amount of IIJ's
equity method net loss in respect of IIJ's investment in Crosswave.
As was previously announced, during August 2003 Crosswave filed a
voluntary petition for the commencement of corporate reorganization
proceedings in Japan and Crosswave has not publicly released or
otherwise provided to IIJ audited financial statements in respect of
Crosswave's fiscal year ended March 31, 2003. IIJ expects its equity
interest in Crosswave to be eliminated upon the approval of a
reorganization plan or, alternatively, upon liquidation of Crosswave.
In light of IIJ's expectation that IIJ's equity interest in
Crosswave will be eliminated as a result of Crosswave's corporate
reorganization proceedings, IIJ has made a determination to fully
write-off its investment in and deposits for and loans to Crosswave
and accounts receivable due from Crosswave. As a consequence, IIJ has
reported in its statement of operations an aggregate equity method net
loss and impairment loss on investment in and deposits for Crosswave
of JPY12.8 billion for the year ended March 31, 2003, of which JPY12.7
billion relates to Crosswave and JPY0.1 billion relates to equity
method net loss in other equity method investees. IIJ will also be
reporting charges in the current fiscal year ending March 31, 2004
aggregating JPY1.7 billion in respect of loans extended by IIJ to
Crosswave in May and June 2003 and accounts receivable due from
Crosswave of approximately JPY0.45 billion on sales transactions since
the beginning of the current fiscal year. IIJ intends to publicly
release revised financial statement data for the first quarter of the
current fiscal year reflecting these charges shortly.
Because IIJ has been unable to obtain audited financial statements
or other sufficient evidence of Crosswave's results of operations and
financial condition as of and for the fiscal year ended March 31, 2003
to enable IIJ to determine on an audited basis the amount of IIJ's
equity method net loss in respect of IIJ's investment in Crosswave,
IIJ has been unable to precisely allocate the JPY12.7 billion
aggregate charge relating to Crosswave described above (comprised of
equity method net loss relating to Crosswave and impairment loss on
investment in and deposits for Crosswave) between equity method net
loss and impairment loss. In the financial statements included in
IIJ's amended Form 20-F filed today, the amount allocated to equity
method net loss relating to Crosswave is based on unaudited financial
information made publicly available by Crosswave prior to Crosswave's
commencement of corporate reorganization proceedings, and the
impairment loss on investment in and deposits for Crosswave was
determined to be the amount required to reduce the carrying value of
investments in and deposits for Crosswave at March 31, 2003 to zero.
As noted above, the aggregate of these charges was JPY12.7 billion.
If the actual net loss of Crosswave for the year ended March 31,
2003 was higher than the publicly announced unaudited amount (which
would increase our equity method net loss and decrease, by a
corresponding amount, the impairment loss required to reduce the
carrying value of investment in and deposits for Crosswave at March
31, 2003 to zero), the aggregate of our equity method net loss
relating to Crosswave plus impairment loss on investments in and
deposits for Crosswave would remain unchanged at JPY12.7 billion. This
would also be the case if Crosswave's actual net loss was lower than
the announced amount. In addition, because this aggregate amount would
remain unchanged, our operating loss and net loss for the year ended
March 31, 2003, our consolidated balance sheet as of March 31, 2003,
and our consolidated statement of shareholders' equity (capital
deficiency) and net cash provided by operating activities in our
consolidated statement of cash flows for the year ended March 31, 2003
would all be unaffected by any different allocation between equity
method loss and impairment loss that may have been required if audited
financial statements or other evidence of Crosswave's results of
operations and financial condition as of and for the fiscal year ended
March 31, 2003 had been available to us.
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 contain 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.
CONTACT: Internet Initiative Japan, Inc.
IIJ Investor Relations Office, +81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/