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 March 30, 2007
Commission File Number: 0-30204
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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-
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EXHIBIT INDEX
Exhibit Date Description of Exhibit
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1 2007/03/29 IIJ Announces Acquisition of hi-ho from Panasonic
Network Services
2 2007/03/29 English translation of the press release that IIJ
made with Panasonic Network Services Inc. in
Japanese: IIJ and Panasonic Network Services Reach
Agreement on Transfer of ISP Operations
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: March 30, 2007 By: /s/ Koichi Suzuki
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Koichi Suzuki
President, Chief Executive Officer and
Representative Director
EXHIBIT 1
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IIJ Announces Acquisition of hi-ho from Panasonic Network Services
TOKYO--(BUSINESS WIRE)--March 29, 2007--Internet Initiative Japan
Inc. ("IIJ", NASDAQ: IIJI, TSE1: 3774), one of Japan's leading
Internet access and comprehensive network solutions providers, today
announced that its Board of Directors resolved to acquire 100% of the
equity of hi-ho, Inc. ("hi-ho") from Panasonic Network Services Inc.
("PNS"). hi-ho will become a consolidated subsidiary of IIJ on June 1,
2007.
1. Reason for the share acquisition
IIJ Group will take over the Internet service business that PNS
provides under the "hi-ho" brand and the solution business that PNS
provides to its corporate customers, including Matsushita Electric
Industrial Co., Ltd. group companies through the share acquisition.
While the Internet is becoming more widely used and lower priced
broadband services, such as ADSL and FTTH (Fiber-to-the-home), are
becoming more common in Japan, Internet users are facing more threats
such as cyber-attacks, computer viruses, spam and phishing. As a
result, demand for a safer Internet environment is continually
increasing. Through this acquisition, IIJ plans to expand its Internet
service business by enhancing the development and provision of
high-quality network-related services that consumers can use more
safely, leveraging its engineering and network operating expertise
that it has cultivated in its Internet related business for its
corporate customers.
2. Overview of new consolidated subsidiary (planned)
(1) Company name: hi-ho, Inc.
(2) Representative: Koichi Suzuki, Chairman and Representative
Director
Isao Momota, President and Representative
Director
(3) Location: 2-13-10 Kyobashi, Chuo-ku, Tokyo
(4) Date of establishment: June 1, 2007 (planned)
(5) Main business: Internet access service business and corporate
solution business
(6) Fiscal year end: March 31
(7) Number of employees: 46 (estimated as of June 1, 2007)
(8) Main business locations: Tokyo and Osaka
(9) Capital: JPY 100 million
(10) Number of shares outstanding: 2,000
(11) Major shareholder and its ownership: Panasonic Network Services
Inc. 100.0%
(12) Trend of financial results in the recent fiscal year (for
reference):
hi-ho, Inc. does not have any financial results for the recent
fiscal year since it plans to succeed the Internet service
related business and others of Panasonic Network Services Inc.
and be newly established on June 1, 2007. The financial results
related to the business succeeded to hi-ho, Inc. for the fiscal
year ending March 31, 2007 will be estimated to be revenues of
JPY 5,468 million, gross margin of JPY 879 million and operating
income of JPY 284 million. The number of customers in its
Internet service business is approximately 200 thousand. The
total shareholders' equity of hi-ho, Inc. upon its establishment
is estimated to be JPY 556 million.
3. The company from which IIJ is acquiring the shares
(1) Company name: Panasonic Network Services Inc.
(2) Representative: Kenichi Tsunashima, President and Representative
Director
(3) Location of headquarters: 2-13-10 Kyobashi, Chuo-ku, Tokyo
(4) Main business: Internet connectivity, Internet solutions and
network service business
(5) Relationship with IIJ: PNS has a transaction with IIJ for Internet
connectivity services and others. PNS does not have any capital
and personal relationships with IIJ.
4. Number of shares to be acquired, cost of the acquisition and
ownership change by the acquisition
(1) Number of shares owned before the acquisition: 0 (ownership: 0%)
(Number of voting stock: 0)
(2) Number of shares to be acquired: 2,000 (cost of the acquisition:
JPY 1,200 million)
(Number of voting stock: 2,000)
(3) Number of shares owned after the acquisition: 2,000
(ownership: 100%)
(Number of voting stock: 2,000)
5. Schedule
March 29, 2007 Resolution of the Board of Directors of IIJ
Close of the share transfer contract
June 1, 2007 New company to be established (planned)
Transfer of shares (planned)
6. Affect to IIJ's consolidated financial statements
Through the acquisition of shares, hi-ho, Inc. will become IIJ's
consolidated subsidiary. However, the acquisition will not affect
IIJ's consolidated financial results for the fiscal year ending March
31, 2007 since IIJ plans to acquire the shares on June 1, 2007. IIJ
plans to announce its financial target including an affect of the
change on the consolidated subsidiary for the fiscal year ending March
31, 2008 in consideration of the acquisition upon announcement of the
financial results for the fiscal year ending March 31, 2007 in May
2007.
About IIJ
Founded in 1992, Internet Initiative Japan Inc. (IIJ, NASDAQ:
IIJI, TSE1: 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 First Section of the Tokyo Stock Exchange in 2006. For more
information about IIJ, visit the IIJ Web site at
http://www.iij.ad.jp/en/.
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, such as statements regarding FY2006 revenues and operating
and net profitability, 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.
These risks, uncertainties and other factors include: IIJ's ability to
maintain and increase revenues from higher-margin services such as
systems integration and value-added services; the possibility that
revenues from connectivity services may decline substantially as a
result of competition and other factors; the ability to compete in a
rapidly evolving and competitive marketplace; the impact on IIJ's
profits of fluctuations in costs such as backbone costs and
subcontractor costs; the impact on IIJ's profits of fluctuations in
the price of available-for-sale securities; the impact of
technological changes in its industry; IIJ's ability to raise
additional capital to cover its indebtedness; the possibility that
NTT, IIJ's largest shareholder, may decide to exercise substantial
influence over IIJ; and other risks referred to from time to time in
IIJ's filings on Form 20-F of its annual report and other filings with
the United States Securities and Exchange Commission.
CONTACT: IIJ Corporate Communications
Tel: +81-3-5259-6500
Fax: +81-3-5259-6311
ir@iij.ad.jp
http://www.iij.ad.jp/
EXHIBIT 2
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[English translation]
March 29, 2007
Internet Initiative Japan Inc.
Panasonic Network Services Inc.
IIJ and Panasonic Network Services Reach Agreement on Transfer of ISP Operations
Internet Initiative Japan Inc. ("IIJ") and Panasonic Network Services Inc.
("PNS"), which is a 100% owned subsidiary of Matsushita Electric Industrial
Co., Ltd., today announced that both companies agreed to transfer PNS's
Internet Service Provider ("ISP") business, currently operating under the
"hi-ho" service brand, and the corporate solutions business based on this
service, to IIJ.
As part of the agreement, PNS will spin off these ISP-related operations into a
wholly-owned subsidiary under the name hi-ho, Inc., on June 1, 2007. On that
date, IIJ will acquire the new company through a transfer of all its shares from
PNS to IIJ. The "hi-ho" service brand and associated domain name will remain
unchanged and service will continue uninterrupted.
Since 2001, low-cost ADSL and FTTH (Fiber-to-the-home) broadband services has
been continually growing among Internet users, and the equipment connected to
the broadband network has also diversified from the conventional PCs and mobile
phones to digital televisions and other information appliances. At the same
time, the Internet contents have transformed as well. Under these changes, new
threats on the Internet security, such as phishing, are emerging and expanding.
IIJ pioneered high-quality, reliable Internet services primarily to corporate
customers in Japan, and will use its long experience and technical strengths to
provide individual customers with the same safe and secure network services and
products. As part of the Matsushita Electric Group, whose strengths lay in
digital television and mobile phone manufacturing, PNS is shifting its focus to
network services for household appliances. Thus both companies consider this
asset transfer mutually beneficial.
IIJ and PNS will continue to build their relationship by leveraging each other's
strength and cooperating on new network services.
Contact:
Internet Initiative Japan Inc.
Corporate Communications
TEL: +81-3-5259-6310
Matsushita Electric Industrial Co., Ltd.
Corporate eNet Business Division
eNet Strategic Planning Office,
Communication Group
TEL: +81-3-3538-3523
hi-ho, Inc. (to be incorporated on June 1, 2007)
Location: Kyobashi MID Bldg., 2-13-10 Kyobashi, Chuo-ku, Tokyo
Chairman: Koichi Suzuki, IIJ President and Representative Director
President Isao Momota
Capital: JPY 100 million
Major shareholder: Panasonic Network Services Inc. (100%)
*Note: All hi-ho, Inc.'s shares will be transferred to
IIJ at the incorporation on June 1.
Business: (1) Internet service provider
(2) Corporate solutions provider
*Note: "hi-ho" service brand will be used uninterrupted.
Employees: 46
Internet Initiative Japan Inc.
President and CEO: Koichi Suzuki
Established: December 3, 1992
Capital: JPY 14.3 billion
Major shareholders: Nippon Telegraph and Telephone Corporation, Hero and
Company (*), Koichi Suzuki, Itochu Corporation, NTT
Communications Corporation, etc.
Headquarters: Jimbocho Mitsui Bldg., 1-105 Kanda Jimbo-cho, Chiyoda-ku,
Tokyo
Business: Provision of Internet connectivity and network-related
services, network systems construction, operation and
maintenance, development and sales of telecommunication
equipment
Sales: JPY 56.5 billion (estimated consolidated earnings for the
fiscal year ending March, 2007)
Employees: 1,101 (consolidated)
(*) Depository facility for IIJ shares, and nominee of the Bank of New York as
issuer of American Depository Receipts
Panasonic Network Services Inc.
President: Kenichi Tsunashima
Established: September 1, 1999
Capital: JPY 280 million
Major shareholder: Matsushita Electric Industrial Co., Ltd. (100%)
Headquarters: Kyobashi MID Bldg., 2-13-10 Kyobashi, Chuo-ku, Tokyo
Business: Internet connectivity, Internet solutions and network
service business
The statements within this document 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.