MNBEY Minebea Mitsumi Inc (PK)

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO
FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:   333-214585

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

 

 

 

PART I
	Item 1.  Exchange Act Reporting History
	Item 2.  Recent United States Market Activity
	Item 3.  Foreign Listing and Primary Trading Market
	Item 4.  Comparative Trading Volume Data
	Item 5.  Alternative Record Holder Information
	Item 6.  Debt Securities
	Item 7.  Notice Requirement
	Item 8.  Prior Form 15 Filers
PART II
	Item 9.  Rule 12g3-2(b) Exemption
PART III
	Item 10.  Exhibits
	Item 11.  Undertakings
SIGNATURE

 

 

 

 

PART I

A. MINEBEA MITSUMI Inc. (the “Registrant,” formerly named Minebea Co., Ltd.) issued shares of its common stock (“Shares”) to the then shareholders of MITSUMI ELECTRIC CO., LTD. (“Mitsumi”) in exchange for the shares of common stock that they held in Mitsumi, pursuant to a share exchange agreement (“Share Exchange Agreement”). The Share Exchange Agreement was approved by Mitsumi’s shareholders at a shareholders’ meeting held on December 27, 2016.  In connection with the offer and sale of Shares to the U.S. resident shareholders of Mitsumi with regard to this transaction, a registration statement on Form F-4 (the “Registration Statement”) was filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on November 14, 2016.   The Registrant first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 21, 2016, the date that the Registration Statement was declared effective by the Commission.

          

B. The Registrant has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F, including an annual report on Form 20-F filed on July 26, 2017.

The Registrant’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, on December 27, 2016, when Mitsumi’s shareholders approved the Share Exchange Agreement, as described in Item 1.

A. The Registrant has maintained a listing of its common stock on the First Section of the Tokyo Stock Exchange (the “TSE”), Tokyo, Japan, and the First Section of the Nagoya Stock Exchange (the “NSE”), Nagoya, Japan. Together, the TSE and the NSE constitute the primary trading market for the Registrant’s common stock, as that term is defined in Rule 12h-6 under the Exchange Act.

             

B. The Registrant’s common stock was initially listed on the TSE in October 1961 and initially listed on the NSE in May 1971. The Registrant has maintained the listing of its common stock on the TSE and NSE for at least the 12 months preceding the filing of this Form 15F.

 

C. The ADTV of the common stock of the Registrant in the United States for the Applicable Period was 0.02%   of the ADTV of the common stock of Registrant worldwide for the Applicable Period.

 

D. Neither the Registrant’s common stock nor American Depositary Shares representing such common stock are or have been listed on any national securities exchange or inter-dealer quotation system in the United States.

 

E. The Registrant has not terminated its sponsored American Depositary Receipt (“ADR”) facility regarding its common stock.

  

F. The sources of the trading volume information used for determining whether the Registrant meets the requirements of Rule 12h-6 are Bloomberg L.P. and Yahoo! Finance.

Not applicable.

Not applicable.

A. The Registrant published in the United States a notice of its intent to terminate its reporting obligations under Section 15(d) of the Exchange Act on December 28, 2017.

              

B. The Registrant used Bloomberg to disseminate the notice in the United States.  A copy of the notice is attached as Exhibit 1.1 to this Form 15F.

Not applicable.

PART II

The Registrant will publish the information required under Rule 12g3-2(b)(1)(iii) on its website: http://www.minebeamitsumi.com/english/index.html .

PART III

1.1 Press release dated December 28, 2017.

   

       

(1)

The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

(2)

Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

(3)

It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, MINEBEA MITSUMI Inc. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, MINEBEA MITSUMI Inc. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.

 

 

 

 

 

 

 

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