AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
20-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number
001-38641
Kabushiki Kaisha PEPPER FOOD SERVICE
(Exact name of Registrant as specified in its charter)
Pepper Food
Service Co., Ltd.
(Translation of Registrants Name in English)
Japan
(Jurisdiction of
incorporation or organization)
17
th
floor, Olinas Tower,
4-1-3
Taihei,
Sumida-ku,
Tokyo, Japan
(Address of principal executive offices)
Kensaku Ichinose,
81-3-3829-3210,
17
th
floor, Olinas Tower,
4-1-3
Taihei,
Sumida-ku,
Tokyo, Japan
Telephone number:
81-3-3829-3210
Facsimile number:
81-3-3625-9250
(Name, Telephone, Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common shares*
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N/A
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NASDAQ Global Market
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American Depositary Shares**
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KPFS
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NASDAQ Global Market
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*
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No par value. Not for trading, but only in connection with the registration of the American Depositary Shares,
pursuant to the requirements of the U.S. Securities and Exchange Commission.
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**
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American Depositary Receipts evidence American Depositary Shares, pursuant to the requirements of the U.S.
Securities and Exchange Commission.
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Securities registered or to be registered pursuant to Section 12(g) of the
Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of
outstanding shares of each of the issuers classes of capital or common shares as of the close of the period covered by the annual report:
As of December
31, 2018,
20,818,200 shares of common shares
were outstanding, including
4,800 shares represented by an aggregate of
24,000 American Depositary Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes ☐ No ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or an emerging growth company. See definition of large accelerated filer,
accelerated filer, and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated
filer ☐
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Emerging growth company ☒
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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U.S. GAAP ☐
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International Financial Reporting Standards as issued
by the International Accounting Standards Board ☒
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Other ☐
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If Other has been checked in response to the previous question, indicate by check mark which financial statement
item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is
an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange
Act). Yes ☐ No ☒