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 November 25, 2005
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-
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EXHIBIT INDEX
Exhibit Date Description of Exhibit
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1 2005/11/24 IIJ Announces Determination of Offer Price for
Shares Offered in Public Offering in Japan
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: November 25, 2005 /s/ Koichi Suzuki
--------------------------------------
Koichi Suzuki
President, Chief Executive Officer and
Representative Director
EXHIBIT 1
IIJ Announces Determination of Offer Price for Shares Offered
in Public Offering in Japan
TOKYO--(BUSINESS WIRE)--Nov. 24, 2005--Internet Initiative Japan
Inc. (IIJ, NASDAQ: IIJI) today announced that it had determined the
offer price for the shares to be offered in Japan in connection with
the listing of its shares on the Mothers market of the Tokyo Stock
Exchange.
In connection with the Mothers listing, IIJ plans to issue 12,500
new shares (equivalent to 5,000,000 American Depository Receipts
("ADRs")) and two shareholders, NIF SMBC Ventures Co., Ltd. and JAFCO
Co., Ltd., which are Japanese venture capital firms, plan to sell
7,500 existing shares in an underwritten public offering in Japan. In
addition, the lead underwriter will be provided by the selling
shareholders with 3,000 additional shares to cover over-allotments.
The newly issued shares will comprise approximately 6.1% of IIJ's
total shares after giving effect to the issuance.
The offer price per share will be JPY 534,022. The offer price was
determined based on a discount to the average of the closing price of
IIJ's ADRs on the NASDAQ National market from November 17 through
November 23, 2005, determined in accordance with Japanese market
practices.
Proceeds to IIJ from the offerings, which amounted to
approximately JPY 6.1 billion, are expected to be used mainly for its
ongoing capital investment in operations and research and development.
IIJ has been advised by the prospective lead underwriter for the
offering that the underwriters may conduct stabilizing and other
activities in connection with the offering, in accordance with
applicable laws. The closing of the offering requires the satisfaction
of various conditions, including fulfilling the listing requirements
of the Mothers market of the Tokyo Stock Exchange.
Any shares sold in connection with the proposed offering have not
been and will not be registered under the U.S. Securities Exchange Act
of 1933, as amended (the "Securities Act") and may not be offered or
sold in the United States absent registration under the Securities Act
or an applicable exemption from the registration requirements of the
Securities Act.
Statements made in this press release regarding IIJ's or
management's intentions, beliefs, expectations, or predictions for the
future are forward-looking statements that are based on IIJ's and
managements' current expectations, assumptions, estimates and
projections about its business and the industry. These forward-looking
statements are subject to various risks, uncertainties and other
factors that could cause IIJ's actual results to differ materially
from those contained in any forward-looking statement.
CONTACT: Internet Initiative Japan Inc.
IIJ Corporate Communications, +81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/