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 May 26, 2006
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 permitted 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 permitted 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 registrant 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
material 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-____________
EXHIBIT INDEX
Exhibit Date Description of Exhibit
------- ---- ----------------------
1 2006/05/25 IIJ Announces Elimination of Accumulated Deficit
through Reductions of Additional Paid-in Capital and
Common Stock in Non-Consolidated Financial Statements
under Generally Accepted Accounting Principles in
Japan
2 2006/05/25 IIJ Announces Director and Executive Officer Nominations
3 2006/05/25 IIJ Announces Partial Amendment of the Articles of
Incorporation
4 2006/05/25 IIJ-Tech Announces Corporate Officer Nominations
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: May 26, 2006 By: /s/ Koichi Suzuki
------------------------------------------
Koichi Suzuki
President, Chief Executive Officer and
Representative Director
EXHIBIT 1
---------
IIJ Announces Elimination of Accumulated Deficit through
Reductions of Additional Paid-in Capital and Common Stock in
Non-Consolidated Financial Statements under Generally Accepted
Accounting Principles in Japan
TOKYO--(BUSINESS WIRE)--May 25, 2006--
Capital Restructuring Will Not Affect Earnings Per Share, Total
Shareholders' Equity Per Share and Any Other Earnings Calculations
Internet Initiative Japan Inc. ("IIJ" or "the Company", NASDAQ:
IIJI, TSE Mothers: 3774), one of Japan's leading Internet access and
comprehensive network solutions providers, today announced that at the
meeting of the Board of Directors held on May 25, 2006, the Company
resolved to propose reductions of additional paid-in capital and
common stock in the non-consolidated financial statements under
generally accepted accounting principles in Japan at the 14th Ordinary
General Shareholders' Meeting scheduled to be held on June 28, 2006.
The reductions will not result in any changes in total shareholders'
equity and the number of shares of common stock outstanding as the
reductions will offset its accumulated deficit. As a result, earnings
per share, total shareholders' equity per share and any other earnings
calculations will not change. Details of the reductions are outlined
below:
1. Purpose of the reductions in additional paid-in capital and common
stock
Under Japanese law, a company is required to have retained
earnings, without accumulated deficit, in order to be able to
conduct certain types of capital-related transactions such as
payments of dividends and/or repurchase of treasury stock in
general. IIJ's Board of Directors has therefore resolved to seek
approval from the Company's shareholders for the reductions in
IIJ's additional paid-in capital and common stock in order to
eliminate its accumulated deficit and provide greater flexibility
in the management of the Company's capital structure in the
future.
The Company has no concrete plans at this stage to conduct such
transactions and the proposed capital restructuring does not imply
that IIJ will pay dividends and/or repurchase stocks in the
future.
The accumulated deficit in IIJ's non-consolidated financial
statements as of March 31, 2006 amounted to JPY 24,520 million,
including impairment losses on its investment in Crosswave
Communications Inc., which was its former equity method investee
and which filed for corporate reorganization in August 2003.
2. Details of the reductions in additional paid-in capital and common
stock
(1) Amount of the reductions
Amount of additional paid-in capital to be reduced: JPY
21,980,395,078
(All of additional paid-in capital as of March 31, 2006 will be
reduced)
Amount of common stock to be reduced: JPY 2,539,222,196
(2) Method of the reductions
a. Pursuant to Article 448.1 of the Japanese Corporation Law, IIJ
proposes to reduce its additional paid-in capital in the
amount of JPY 21,980 million to reduce its accumulated
deficit.
b. Pursuant to Article 447.1 of the Japanese Corporation Law, IIJ
proposes to reduce its common stock in the amount of JPY 2,539
million without compensation to cover the loss in
shareholders' equity and a change in the number of shares of
common stock outstanding to reduce the accumulated deficit.
(3) Breakdown of capital after the reductions
If the reductions in additional paid-in capital and common stock
are approved at the 14th Ordinary General Shareholders' Meeting on
June 28, 2006 and the process is completed, the amount of common
stock, additional paid-in capital and accumulated deficit will be
as below:
Common stock: JPY 14,294,625,054
Additional paid-in capital: JPY 0
Accumulated deficit: JPY 0
3. Schedule of the reductions in additional paid-in capital and
common stock
Date of the resolution by the Board of Directors: Thursday, May
25, 2006
Scheduled date of resolution at the 14th Ordinary General
Shareholders' Meeting: Wednesday, June 28, 2006
Scheduled date of deadline for objections by creditors: Thursday,
August 3, 2006
Scheduled effective date: Friday, August 4, 2006
About IIJ
Founded in 1992, Internet Initiative Japan Inc. ("IIJ", NASDAQ:
IIJI, Tokyo Stock Exchange Mothers: 3774) is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ and
its group of companies provide total network solutions that mainly
cater to high-end corporate customers. The company's services include
high-quality systems integration and security services, Internet
access, hosting/housing, and content design. Moreover, the company has
built one of the largest Internet backbone networks in Japan, and
between Japan and the United States. IIJ was listed on NASDAQ in 1999
and on the Mothers market of Tokyo Stock Exchange in 2005. For more
information about IIJ, visit the IIJ Web site at
http://www.iij.ad.jp/en/.
The statements within this release contain forward-looking
statements about our future plans that involve risk and uncertainty.
These statements may differ materially from actual future events or
results. Readers are referred to the documents furnished 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: IIJ Investor Relations
+81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/
EXHIBIT 2
---------
IIJ Announces Director and Executive Officer Nominations
TOKYO--(BUSINESS WIRE)--May 25, 2006--Internet Initiative Japan
Inc. ("IIJ", NASDAQ: IIJI, TSE Mothers: 3774), one of Japan's leading
Internet access and comprehensive network solutions providers, today
announced the nomination of the following candidates for positions on
the Company's Board of Directors.
Mr. Yoshiaki Hisamoto has been nominated to be a candidate for an
Executive Vice President. He will succeed Mr. Fukuzo Inoue, who will
finish his term following the close of the Ordinary General Meeting of
Shareholders on June 28, 2006.
Mr. Senji Yamamoto, who is currently a director of IIJ Technology
Inc. ("IIJ-Tech"), IIJ's 72.1% owned subsidiary, has been nominated to
be a candidate for a Director of IIJ. Mr. Yamamoto is scheduled to be
nominated for Vice Chairman of IIJ-Tech on June 27, 2006.
Mr. Junichi Tate has been nominated to be a candidate for Standing
Statutory Auditor. Mr. Hideki Matsushita, the current Standing
Statutory Auditor, will retire following the close of the Ordinary
General Meeting of Shareholders on June 28, 2006.
These nominations are subject to the approval of IIJ's Ordinary
General Meeting of Shareholders that will be held on June 28, 2006 and
to the approval of the Board of Directors at a meeting that will be
held on the same day. If all approvals are obtained, as of June 28,
2006, our directors and executive officers will be as follows:
President Mr. Koichi Suzuki Chief Executive Officer
and Representative
Director
Executive Vice
Presidents Mr. Toshiya Asaba Division Director of
Network Service
Department
Mr. Yoshiaki Hisamoto (1) Division Director of
Administrative
Department
Senior Managing
Director Mr. Hideshi Hojo Division Director of
Sales Department
Directors Mr. Takamichi Miyoshi Director and General
Manager of Strategy
Planning Division
Mr. Akihisa Watai Chief Financial Officer
and Chief Accounting
Officer
Mr. Hiroyuki Hisashima Division Director of
Applied Research and
Development Department
Mr. Kazuhiro Tokita Division Director of
Solution Department
Mr. Yasurou Tanahashi (2)
Mr. Takashi Hiroi (2)
Mr. Yoshifumi Nishikawa (2)
Mr. Junnosuke Furukawa (2)
Mr. Senji Yamamoto (1)
Standing Statutory
Auditor Mr. Junichi Tate (1) (3)
Statutory Auditors Mr. Masaki Okada (3)
Mr. Masaaki Koizumi (3)
Mr. Hirofumi Takahashi
(1) New appointment
(2) Outside Directors
(3) Outside Statutory Auditors
About IIJ
Founded in 1992, Internet Initiative Japan Inc. ("IIJ", NASDAQ:
IIJI, Tokyo Stock Exchange Mothers: 3774) is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ and
its group of companies provide total network solutions that mainly
cater to high-end corporate customers. The company's services include
high-quality systems integration and security services, Internet
access, hosting/housing, and content design. Moreover, the company has
built one of the largest Internet backbone networks in Japan, and
between Japan and the United States. IIJ was listed on NASDAQ in 1999
and on the Mothers market of Tokyo Stock Exchange in 2005. For more
information about IIJ, visit the IIJ Web site at
http://www.iij.ad.jp/en/.
The statements within this release contain forward-looking
statements about our future plans that involve risk and uncertainty.
These statements may differ materially from actual future events or
results. Readers are referred to the documents furnished 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: IIJ Investor Relations
+81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/
EXHIBIT 3
---------
IIJ Announces Partial Amendment of the Articles of Incorporation
TOKYO--(BUSINESS WIRE)--May 25, 2006--Internet Initiative Japan
Inc. ("IIJ", NASDAQ: IIJI, TSE Mothers: 3774) today announced that at
the meeting of the Board of Directors held on May 25, 2006, IIJ
resolved to propose the partial amendment of the articles of
incorporation at the 14th Ordinary General Shareholders' Meeting
scheduled to be held on June 28, 2006, as described below:
1. Reason for the amendment
(1) In Accordance with the enforcement of the "Corporation Act"
(Law No.86, 2005) as of May 1, 2006,
a. To add Article 4 (Establishment of Organs) in order to
provide for organs to be established in the Company pursuant
to Article 326.2 of the Corporation Law.
b. To add Article 7 (Issuance of Share Certificates) in order
to provide for the issuance of share certificates pursuant to
Article 214 of the Corporation Law.
c. To add Article 12 (Disclosure via Internet and Deemed
Provision of Reference Materials, etc. for a Shareholders
Meeting) in order to enable the Company to omit provision of
written materials by disclosing via Internet a part of
description of business reports and reference materials for
shareholders meetings and notes and all consolidated financial
statements pursuant to Articles 94 and 133. 3 of the
Enforcement Regulations of the Corporation Law, and Articles
161.4 and 162.4 of the Corporate Accounting Rules.
d. To add Article 22 (Omission of Resolutions of a Board of
Directors Meeting) to enable the Company to make a resolution
by the board of directors meeting in writing or by
electromagnetic means agilely whenever necessary, pursuant to
Article 370 of the Corporation Law.
e. To add Article 31.2 in order to enable outside statutory
auditors to fully perform functions expected of them, pursuant
to Article 427.1 of the Corporation Law.
f. To amend clauses quoted in the Articles of Incorporation to
match the equivalent clauses of the Corporation Law.
g. To amend the terms used in the former Commercial Code to
the terms used in the Corporation Law, and to modify some of
the wordings and amend phrases.
h. To renumber the provisions as required by the above
amendments.
(2) In order to further strengthen our management, it is proposed
that the maximum number of the directors be increased (Article 16
of the proposed amendments).
2. Contents of amendments
Contents of amendments are as attached:
3. Schedule for amendment
Scheduled date of the 14th Ordinary General Shareholders' Meeting:
Wednesday, June 28, 2006
Scheduled effective date: Wednesday, June 28, 2006
About IIJ
Founded in 1992, Internet Initiative Japan Inc. ("IIJ", NASDAQ:
IIJI, Tokyo Stock Exchange Mothers: 3774) is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ and
its group of companies provide total network solutions that mainly
cater to high-end corporate customers. The company's services include
high-quality systems integration and security services, Internet
access, hosting/housing, and content design. Moreover, the company has
built one of the largest Internet backbone networks in Japan, and
between Japan and the United States. IIJ was listed on NASDAQ in 1999
and on the Mothers market of Tokyo Stock Exchange in 2005. For more
information about IIJ, visit the IIJ Web site at
http://www.iij.ad.jp/en/.
The statements within this release contain forward-looking
statements about our future plans that involve risk and uncertainty.
These statements may differ materially from actual future events or
results. Readers are referred to the documents furnished 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.
Present Articles Proposed Amendments
----------------------------------------------------------------------
CHAPTER I. GENERAL PROVISIONS CHAPTER I. GENERAL PROVISIONS
(Corporate Name) (Corporate Name)
Article 1. Article 1.
The Company shall be called The Company shall be called
Kabushiki Kaisha Internet Kabushiki Kaisha Internet
Initiative, which shall be Initiative, which shall be
expressed in English as Internet expressed in English as Internet
Initiative Japan Inc. Initiative Japan Inc.
(Objects) (Objects)
Article 2. Article 2.
The objects of the Company shall beThe objects of the Company shall be
to engage in the following to engage in the following
categories of business: categories of business:
(1) Telecommunications business (1) Telecommunications business
under the Telecommunications under the Telecommunications
Business Law; Business Law;
(2) Processing, mediation and (2) Processing, mediation and
provision of information and provision of information and
contents by using contents by using
telecommunications networks; telecommunications networks;
(3) Agency for the management (3) Agency for the management
business such as the management of business such as the management of
networks and the management of networks and the management of
information and telecommunications information and telecommunications
systems; systems;
(4) Planning, consulting service, (4) Planning, consulting service,
development, operation and development, operation and
maintenance of or for information maintenance of or for information
and telecommunications systems; and telecommunications systems;
(5) Development, sales, lease and (5) Development, sales, lease and
maintenance of computer software; maintenance of computer software;
(6) Development, sales, lease and (6) Development, sales, lease and
maintenance of telecommunications' maintenance of telecommunications'
machinery and equipment; machinery and equipment;
(7) Telecommunications (7) Telecommunications
construction business; construction business;
(8) Agency for non-life insurance (8) Agency for non-life insurance
business; business;
(9) Research, study, education and(9) Research, study, education and
training related to the foregoing; training related to the foregoing;
and and
(10) Any and all businesses (10) Any and all businesses
incidental or related to the incidental or related to the
foregoing. foregoing.
(Location of Head Office) (Location of Head Office)
Article 3. Article 3.
The Company shall have its head The Company shall have its head
office in Chiyoda-ku, Tokyo. office in Chiyoda-ku, Tokyo.
(New provision)
(Establishment of Organs)
Article 4.
The Company shall have shareholders
meeting, directors and the
following organization:
(1) the board of directors
(2) statutory auditors
(3) the board of statutory auditors
(4) accounting auditors.
(Method of Public Notice) (Method of Public Notice)
Article 4. Article 5.
Public notices of the Company shallPublic notices of the Company shall
be given by electronic public be given by electronic public
notice; provided that in case it notice; provided that in case it
is impossible to place electronic is impossible to place electronic
public notice due to accident or public notice due to accident or
any other unavoidable events, they any other unavoidable events, they
shall be given in the Nihon Keizai shall be given in the Nihon Keizai
Shinbun. Shinbun.
CHAPTER II. SHARES CHAPTER II. SHARES
(Total Number of Shares Authorized (Total Number of Shares Authorized
to be Issued) to be Issued)
Article 5. Article 6.
The total number of shares The total number of shares
authorized to be issued by the authorized to be issued by the
Company shall be three hundred Company shall be three hundred
seventy seven thousand and six seventy seven thousand and six
hundred (377,600) shares; provided hundred (377,600) shares.
that in case of retirement of any
shares, the number of shares
subject to retirement shall be
reduced from the total number of
shares authorized to be issued.
(New provision) (Issuance of Share Certificates)
Article 7.
The Company shall issue share
certificates representing its
shares.
(Handling of Shares and Fractional (Share Handling Regulations)
Shares) Article 8.
Article 6. The procedures concerning shares
Kinds of share certificates to be and handling charges thereof shall
issued by the Company, and matters be governed by the Share Handling
concerning registration of Regulations to be prescribed by
transfer of shares, registration the Board of Directors.
of pledges, indication of trust
property, purchase of fractional
shares, reissue of share
certificates and other procedures
concerning shares and handling
charges thereof shall be governed
by the Share Handling Regulations
to be prescribed by the Board of
Directors.
(Transfer Agent) (Shareholder Register Agent)
Article 7. Article 9.
The Company shall appoint a The Company shall appoint a
transfer agent for the handling of shareholder register agent.
its shares and fractional shares. 2. The shareholder register agent
2. The transfer agent and its place and its place of business shall be
of business shall be designated by designated by a resolution of the
a resolution of the Board of Board of Directors.
Directors. 3. The register of shareholders
(hereinafter including the
3. The register of shareholders, register of beneficial
the original register of shareholders), the original
fractional shares of the Company register of stock acquisition
and the register of lost share rights and the register of lost
certificates shall be kept by the share certificates shall be kept
transfer agent at its place of by the shareholder register agent
business, and matters concerning at its place of business, and the
registration of transfer of listing or recording of entries
shares, registration of pledges, into the register of shareholders,
indication of trust property, the original register of stock
delivery of share certificates, acquisition rights and the
acceptance of reports by register of lost share
shareholders, listing or recording certificates and other matters
into the original register of concerning shares and stock
fractional shares and the register acquisition rights shall be
of lost share certificates and handled by the shareholder
other matters concerning shares register agent, and the Company
and fractional shares shall be shall not handle any such matters.
handled by the transfer agent, and
the Company shall not handle any
such matters.
(Record Date) (Record Date)
Article 8. Article 10.
The shareholders entitled to The record date for the voting
exercise voting rights at the rights to be exercised at the
ordinary general meeting of ordinary general meeting of
shareholders of the Company shareholders of the Company shall
relevant to each fiscal year shall be March 31 of each year.
be those shareholders with voting
rights who are listed or recorded
in the last register of
shareholders as of March 31 of the
fiscal year.
2. In addition to the preceding (Deleted)
paragraph, whenever necessary, the
Company may provisionally fix a
record date after giving a public
notice according to a resolution
of the Board of Directors and may
deem the shareholders or pledgees
who are listed or recorded in the
last register of shareholders as
of the record date, or holders of
fractional shares who are listed
or recorded in the last original
register of fractional shares as
of the record date, as the
shareholders, registered pledgees
or holders of fractional shares
entitled to exercise the relevant
rights.
CHAPTER III. GENERAL MEETING OF CHAPTER III. GENERAL MEETING OF
SHAREHOLDERS SHAREHOLDERS
(Convocation) (Convocation)
Article 9. Article 11.
An ordinary general meeting of An ordinary general meeting of
shareholders of the Company shall shareholders of the Company shall
be held within three (3) months be held within three (3) months
from the day immediately following from the last day of each business
the settlement of accounts of each year and an extraordinary general
fiscal year and an extraordinary meeting of shareholders may be
general meeting of shareholders held from time to time whenever
may be held from time to time necessary.
whenever necessary.
(New provision) (Disclosure Internet and Deemed
Provision of Reference Materials
for a Shareholders Meeting)
Article 12.
For the purpose of convocation of a
general meeting of shareholders,
the Company may deem that it has
duly provided its shareholders
with the information to be listed
or indicated in the reference
materials for a general meeting of
shareholders, the business report,
financial statements and
consolidated financial statements
by disclosing the information via
the Internet as provided for by
the Ministry of Justice Ordinance.
(Chairman) (Chairman)
Article 10. Article 13.
The President shall chair a general The President and Director shall
meeting of shareholders. Should chair a general meeting of
the President be unable to so act, shareholders. Should the President
another director shall act in and Director be unable to so act,
his/her place in the order another director shall act in
predetermined by the Board of his/her place in the order
Directors. predetermined by the Board of
Directors.
(Voting by Proxy) (Voting by Proxy)
Article 11. Article 14.
A shareholder may exercise his/her A shareholder may exercise his/her
voting right through another voting right through another
shareholder having voting rights one(1) shareholder having voting
acting as a proxy in a general rights acting as a proxy in a
meeting of shareholders. general meeting of shareholders.
2. In the case of the preceding
2. In the case of the preceding paragraph, the shareholder or
paragraph, the shareholder or his/her proxy shall submit to the
his/her proxy shall submit to the Company an instrument evidencing
Company an instrument evidencing his/her power as proxy for each
his/her power as proxy for each general meeting of shareholders.
general meeting of shareholders.
(Method of Resolution) (Method of Resolution)
Article 12. Article 15.
Unless otherwise provided for by Unless otherwise provided for by
law or these Articles of law or these Articles of
Incorporation, resolutions of a Incorporation, resolutions of a
general meeting of shareholders general meeting of shareholders
shall be adopted by a majority shall be adopted by a majority
vote of shareholders present at vote of shareholders who are
the meeting. present and entitled to exercise
voting rights at the meeting.
2. Special resolutions under 2. Special resolutions under
Article 343 of the Commercial Code Article 309 Paragraph 2 of the
of Japan and other resolutions to Corporation Law of Japan shall be
which the method of resolution of passed by two-thirds or more of
aforementioned Article is applied the voting rights of the
mutatis mutandis by laws or shareholders present having one-
regulations shall be passed by third or more of the voting rights
two-thirds or more of the voting of all shareholders who are
rights of the shareholders present entitled to exercise voting
having one-third or more of the rights.
voting rights of all shareholders.
(Minutes) (Deleted)
Article 13.
The summary of proceedings at a
general meeting of shareholders
and the results thereof shall be
recorded in the minutes of the
meeting, which shall bear the
signatures, printed names and seal
impressions, or digital signatures
of the chairman of the meeting and
the directors who were present at
the meeting.
CHAPTER IV. DIRECTORS AND THE CHAPTER IV. DIRECTORS AND THE
BOARD OF DIRECTORS BOARD OF DIRECTORS
(Number of Directors) (Number of Directors)
Article 14. Article 16.
The number of directors of the The number of directors of the
Company shall be between three (3) Company shall be thirteen (13) at
and twelve (12). maximum.
(Election) (Election)
Article 15. Article 17.
A resolution for election of A resolution for election of
directors shall be made by a directors shall be made by a
majority of voting rights of the majority of voting rights of the
shareholders present at the shareholders present at the
meeting where the shareholders meeting where the shareholders
representing one third (1/3) or representing one third (1/3) or
more of the total number of the more of the total number of the
voting rights of all shareholders voting rights of all shareholders
are present; provided that entitled to vote thereat are
cumulative voting shall not be present; provided that cumulative
adopted for such election. voting shall not be adopted for
such election.
(Term of Office of Directors) (Term of Office of Directors)
Article 16. Article 18.
The term of office of directors The term of office of directors
shall expire at the close of the shall expire at the close of the
ordinary general meeting of ordinary general meeting of
shareholders held in relation to shareholders held in relation to
the last settlement of accounts the last business year ending
within two (2) years following within two (2) years following
their assumption of office. their election to office.
(Convocation of Meetings of the (Convocation of Meetings of the
Board of Directors) Board of Directors)
Article 17. Article 19.
Unless otherwise provided for by Unless otherwise provided for by
law, a meeting of the Board of law, a meeting of the Board of
Directors shall be convened and Directors shall be convened and
chaired by the President. chaired by the President and
2. The notice of convocation of a Director.
meeting of the Board of Directors 2. The notice of convocation of a
shall be given to each director meeting of the Board of Directors
and statutory auditor at least shall be given to each director
three (3) days prior to the day and statutory auditor at least
set for such meeting; provided, three (3) days prior to the day
however, that this period may be set for such meeting; provided,
further shortened under pressing however, that this period may be
circumstances. further shortened under pressing
circumstances.
3. Matters concerning operation of 3. Matters concerning operation of
meetings of the Board of meetings of the Board of
Directors, etc. shall be governed Directors, etc. shall be governed
by the Regulations of Board of by laws and regulations, the
Directors to be prescribed by the Articles of Incorporation and the
Board of Directors. Regulations of Board of Directors
to be prescribed by the Board of
Directors.
(Representative Director and (Representative Director and
Directors with Directors with
Specific Titles) Specific Titles)
Article 18. Article 20.
Representative Directors shall be Representative Directors shall be
elected among directors by the elected among directors by the
resolution of the Board of resolution of the Board of
Directors. Each Representative Directors. Each Representative
Director shall severally represent Director shall severally represent
the Company. the Company.
2. The Board of Directors may, by 2. The Board of Directors may, by
its resolution, select from among its resolution, select from among
its members one chairman of the its members one Chairman and
Board of Directors, one President, Director, one President and
several Vice Presidents, several Director, several Vice Presidents
Senior Managing Directors, several and Directors, several Senior
Managing Directors. Managing Directors and several
Managing Directors.
(Method of Resolution of the (Method of Resolution of the
Meeting of the Board of Directors) Meeting of the Board of Directors)
Article 19. Article 21.
A resolution of the Board of A resolution of the Board of
Directors shall be adopted by a Directors shall be adopted by a
majority vote of the directors majority vote of the directors
present at the meeting at which a present at the meeting at which a
majority of the directors are majority of the directors
present. authorized to vote thereat are
present.
(New provision) (Omission of Resolutions of a Board
of Directors Meeting)
Article 22.
The Company shall deem that a
proposal for a resolution at a
meeting of the Board of Directors
has been approved if all directors
consent to the proposal in writing
or by electronic means; provided,
however that this shall not apply
to the case where any of the
statutory auditors raises an
objection.
(Remuneration and Retirement (Remuneration and other
Allowances) compensation)
Article 20. Article 23.
The remuneration and retirement The remuneration, bonus and other
allowances for directors shall be profit be paid to directors as
determined in a general meeting of consideration for the execution of
shareholders. duties(hereinafter referred to as
'Remuneration and other
compensation') shall be determined
by a general meeting of
shareholders.
(Exemption of Liability for (Exemption of Liability for
Directors) Directors)
Article 20.2 Article 24.
The Company may, pursuant to the The Company may, pursuant to the
provision of Article 266 paragraph provision of Article 426 Paragraph
12 of the Commercial Code of 1 of the Corporation Law of Japan,
Japan, with a resolution of the with a resolution of the Board of
Board of Directors, exempt a Directors, exempt a director
director (either incumbent or (either incumbent or past) from
past) from liabilities in respect liabilities for damages under
of the acts mentioned in Article Article 423 Paragraph 1 of the
266 paragraph 1 item 5 of the Corporation Law of Japan with the
Commercial Code of Japan only to limit of the amount for which the
the extent permitted by laws or director would have been liable to
regulations. compensate, less the minimum
amount of liability as prescribed
by laws or regulations, if the
requirements prescribed by laws or
regulations are satisfied.
2. The Company may, pursuant to 2. The Company may, pursuant to
Article 266 paragraph 19 of the Article 427 Paragraph 1 of the
Commercial Code of Japan, enter Corporation Law of Japan, enter
into an agreement with an outside into an agreement with an outside
director under which liability of director under which liability of
such director against the Company such director against the Company
for the damages resulting from for the damages under Article 423
acts mentioned in Article 266 Paragraph 1 of the Corporation Law
paragraph 1 item (5) shall be of Japan shall be limited if the
limited; provided, however, that requirements prescribed by laws or
the limited amount of such damages regulations are satisfied;
pursuant to the agreement shall be provided, however, that the
the larger of the amount not less limited amount of such damages
than 10 million yen which has been pursuant to the agreement shall be
determined in advance or the the larger of the amount not less
amount provided by laws or than 10 million yen which has been
regulations. determined in advance or the
minimum amount of liability
provided by laws or regulations.
CHAPTER V. STATUTORY AUDITORS AND CHAPTER V. STATUTORY AUDITORS AND
THE BOARD OF STATUTORY AUDITORS THE BOARD OF STATUTORY AUDITORS
(Number of Statutory Auditors) (Number of Statutory Auditors)
Article 21. Article 25.
The Company shall have three (3) orThe Company shall have three (3) or
more statutory auditors. more statutory auditors.
(Election) (Election)
Article 22. Article 26.
A resolution for election of A resolution for election of
statutory auditors shall be made statutory auditors shall be made
by a majority of voting rights of by a majority of voting rights of
the shareholders present at the the shareholders present at the
meeting where the shareholders general meeting of shareholders
representing one third (1/3) or where the shareholders
more of the total number of the representing one third (1/3) or
voting rights of all shareholders more of the total number of the
are present. voting rights of all shareholders
entitled to vote thereat are
present.
(Term of Office of Statutory (Term of Office of Statutory
Auditors) Auditors)
Article 23. Article 27.
The term of office of statutory The term of office of statutory
auditors shall expire at the close auditors shall expire at the close
of the ordinary general meeting of of the ordinary general meeting of
shareholders in relation to the shareholders in relation to the
last settlement of accounts within last business year ending within
four (4) years following their four (4) years following their
assumption of office. election to office.
2. The term of office of a 2. The term of office of a
statutory auditor elected to fill statutory auditor elected to fill
a vacancy shall expire at such a vacancy of his/her predecessor
time as the term of office of who retired or resigned prior to
his/her predecessor would the expiration of term shall
otherwise expire. expire at such time as the term of
office of his/her predecessor
would otherwise expire.
(Full-time Statutory Auditors) (Full-time Statutory Auditors)
Article 24. Article 28.
The statutory auditors shall The Board of Statutory Auditors
appoint a full-time statutory shall appoint a full-time
auditor(s) from among themselves. statutory auditor(s) by a
A standing statutory auditor(s) resolution thereof. A standing
may be appointed from among full- statutory auditor(s) shall be
time statutory auditors through appointed from among full-time
mutual consultation among statutory auditors through mutual
statutory auditors. consultation among statutory
auditors.
(Procedures for Convocation of the (Procedures for Convocation of the
Meeting of the Board of Statutory Meeting of the Board of Statutory
Auditors) Auditors)
Article 25. Article 29.
A notice of the convocation of a A notice of the convocation of a
meeting of the Board of Statutory meeting of the Board of Statutory
Auditors shall be given to each Auditors shall be given to each
statutory auditor at least three statutory auditor at least three
(3) days prior to the date set for (3) days prior to the date set for
such meeting; provided, however, such meeting; provided, however,
that such period may be shortened that such period may be shortened
under pressing circumstances. under pressing circumstances.
2. Matters concerning operation of 2. Matters concerning operation of
meetings of the Board of Statutory meetings of the Board of Statutory
Auditors, etc. shall be governed Auditors, etc. shall be governed
by the Regulations of Board of by laws and regulations, the
Statutory Auditors to be Articles of Incorporation and the
prescribed by the Board of Regulations of Board of Statutory
Statutory Auditors. Auditors to be prescribed by the
Board of Statutory Auditors.
(Remuneration and Retirement (Remuneration)
Allowances for Article 30.
Statutory Auditors) The Remuneration and other
Article 26. compensation for statutory
The remuneration and retirement auditors shall be determined by a
allowances for statutory auditors general meeting of shareholders.
shall be determined in a general
meeting of shareholders.
(Exemption of Liability for (Exemption of Liability for
Statutory Auditors) Statutory Auditors)
Article 26.2 Article 31
The Company may, pursuant to the The Company may, pursuant to the
provision of Article 280 paragraph provision of Article 426 Paragraph
1 of the Commercial Code of Japan, 1 of the Corporation Law of Japan,
with a resolution of the Board of with a resolution of the Board of
Directors, exempt a statutory Directors, exempt a statutory
auditor (either incumbent or past) auditor (either incumbent or past)
from liabilities only to the from liabilities for damages under
extent permitted by laws or Article 423 Paragraph 1 of the
regulations. Corporation Law of Japan with the
limit of the amount for which the
statutory auditor would have been
liable to compensate, less the
minimum amount of liability as
prescribed by laws or regulations,
if the requirements prescribed by
laws or regulations are satisfied.
(New provision) 2. The Company may, pursuant to
Article 427 Paragraph 1 of the
Corporation Law of Japan, enter
into an agreement with an outside
statutory auditor under which
liability of such statutory
auditor against the Company for
the damages under Article 423
Paragraph 1 of the Corporation Law
of Japan shall be limited if the
requirements prescribed by laws or
regulations are satisfied;
provided, however, that the
limited amount of such damages
pursuant to the agreement shall be
the larger of the amount not less
than 10 million yen which has been
determined in advance or the
minimum amount of liability
provided by laws or regulations.
(Substitute Statutory Auditor) (Deleted)
Article 27.
The Company may, in preparation for
the case where the Company has a
vacancy in the number of its
statutory auditors provided by
laws or regulations, elect a
substitute statutory auditor at a
general meeting of shareholders in
advance.
2. A resolution for election of a
substitute statutory auditor shall
be made by a majority of voting
rights of the shareholders present
at the meeting where the
shareholders representing one
third (1/3) or more of the total
number of the voting rights of all
shareholders are present.
3. A resolution for election of a
substitute statutory auditor shall
remain effective until the holding
of the immediate subsequent
ordinary general meeting of
shareholders.
4. In case a substitute statutory
auditor assumes the office of a
statutory auditor, the term of
office of such statutory auditor
shall expire at such time as the
term of office of his/her
predecessor would otherwise
expire.
CHAPTER VI. ACCOUNTING CHAPTER VI. ACCOUNTING
(Fiscal Year) (Business Year)
Article 28. Article 32.
The fiscal year of the Company The business year of the Company
shall commence on April 1 of each shall commence on April 1 of each
year and end on March 31 of the year and end on March 31 of the
following year. following year.
(Fixing of Shareholders for Payment(Record Date for Surplus
of Dividends) Distribution)
Article 29. Article 33.
Dividends shall be paid to the The record date for year-end
shareholders or pledgees who are dividend distribution shall be
listed on recorded in the last March 31 of each year.
register of shareholders as of
March 31 of each year, or the
holders of fractional shares who
are listed on recorded in the last
original register of fractional
shares as of the same date or who
deposited their fractional share
certificates with the Company as
of such date.
(Interim Dividends) 2. The Company may, by resolution
Article 30. of the Board of Directors, pay
The Company may, by resolution of interim dividends by fixing
the Board of Directors, pay September 30 of each year as the
interim dividends to shareholders record date.
or pledgees listed or recorded in
the last register of shareholders
as of September 30 in each year or
the holders of fractional shares
listed or recorded in the last
original register of fractional
shares as of the same day.
(Prescription Period of Dividends) (Prescription Period of Dividends)
Article 31. Article 34.
In case dividends or interim In case any monetary dividends
dividends remain unclaimed for remain unclaimed for three (3)
three (3) full years after the full years after the first date of
first date of payment, the Company payment, the Company shall be
shall be relieved from the relieved from the obligation to
obligation to make payment make payment thereof.
thereof. 2. No interest shall accrue on the
2. No interest shall accrue on the outstanding dividends provided for
outstanding dividends provided for in the preceding paragraph.
in the preceding paragraph.
* (Translation Note: The amendment which is made in the original
Japanese is a lexical one, and thus, such change is not reflected in
the above translation.)
CONTACT: IIJ Investor Relations
+81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/
EXHIBIT 4
---------
IIJ-Tech Announces Corporate Officer Nominations
TOKYO--(BUSINESS WIRE)--May 25, 2006--Internet Initiative Japan
Inc. ("IIJ", NASDAQ: IIJI, TSE Mothers: 3774), one of Japan's leading
Internet access and comprehensive network solutions providers, today
announced that IIJ Technology Inc. ("IIJ-Tech"), IIJ's 72.1 % owned
subsidiary, decided candidates for the positions of Member of the
Board. These nominations are subject to the approval of IIJ-Tech's
Ordinary General Meeting of Shareholders that will be held on June 27,
2006 and to the approval of the Board of Directors at a meeting that
will be held on the same day.
1. Directors
(1) Promotional directors
Vice Chairman and Representative Director
Mr. Senji Yamamoto(*1) (Currently
Director)
Senior Managing Director Mr. Tsutomu Yoshihara (Currently
Managing Director)
Managing Director Mr. Masayoshi Tobita (Currently
Director)
(2) New appointment
Director Mr. Shozo Kokubu (Currently Sales
Division Director)
2. Statutory Auditors
(1) Resignation Mr. Bumpei Katayama(*2)
(2) New appointment Mr. Jyunichi Tate(*2)
Mr. Senji Yamamoto's Biography
------------------------------
1946 Born in Fukuoka Prefecture, Japan
Graduated from Mathematics of Department of Science, Kyoto
University
1970 Entered Sony Corporation
1995 Director, Sony Communication Network Corporation
1998 President and Representative Director, Sony Communication
Network Corporation
2000 Group Executive Officer, Sony Corporation
2005 Chairman and Director, Sony Communication Network Corporation
2005 Director, IIJ Technology Inc.
2006 Vice Chairman and Representative Director, IIJ Technology Inc.
(dated June 27, 2006)
(*1) Mr. Yamamoto was selected as Director, Internet Initiative Japan
Inc. subject to the approval of the Ordinary General Meeting of
Shareholders of IIJ to be held on June 28, 2006, and President
and Representative Director, IIJ Financial Systems Inc.
(*2) Outside Statutory Auditors
About IIJ
Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ:
IIJI, Tokyo Stock Exchange Mothers: 3774) is one of Japan's leading
Internet-access and comprehensive network solutions providers. IIJ and
its group of companies provide total network solutions that mainly
cater to high-end corporate customers. The company's services include
high-quality systems integration and security services, Internet
access, hosting/housing, and content design. Moreover, the company has
built one of the largest Internet backbone networks in Japan, and
between Japan and the United States. IIJ was listed on NASDAQ in 1999
and on the Mothers market of Tokyo Stock Exchange in 2005. For more
information about IIJ, visit the IIJ Web site at
http://www.iij.ad.jp/en/.
About IIJ Technology Inc.
IIJ Technology Inc. (IIJ-Tech) was established in November 1996 by
IIJ, Sumitomo Corp., Itochu Corp., Sumitomo Electric Industries,
Hitachi Software Engineering, Sun Microsystems, Toyota, Hewlett
Packard Japan and others. IIJ-Tech provides comprehensive Internet
systems integration and consulting services for corporate networks and
e-commerce systems. http://www.iij-tech.co.jp/
The statements within this release contain forward-looking
statements about our future plans that involve risk and uncertainty.
These statements may differ materially from actual future events or
results. Readers are referred to the documents furnished 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: IIJ Investor Relations
+81-3-5259-6500
ir@iij.ad.jp
http://www.iij.ad.jp/