Form 6-K ALPS ELECTRIC CO LTD For: Dec 06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2018

 

Commission File Number 333-228127

 

ALPS ELECTRIC CO., LTD.

(Translation of registrant’s name into English)

1-7, Yukigaya-otsukamachi

Ota-ku, Tokyo, 145-8501

Japan

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ☒    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):  ☐

 

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):  ☐

 

 

 

 

 

 

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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.

 

 

Date:

December 6, 2018

 

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December 6, 2018

To all parties concerned

 

Announcement Regarding Vice Presidents (Corporate Officers) under the Holding Company Structure

 

As announced in the press release dated December 5, 2018 titled “Notice Regarding the Approval at the Extraordinary Shareholders’ Meeting Related to the Business Integration (Share Exchange) of Alps Electric Co., Ltd. and Alpine Electronics, Inc., and the Transition to a Holding Company Structure,” on January 1, 2019, concurrently with the share exchange (the “Share Exchange”) taking effect in which Alps Electric Co., Ltd. (“Alps Electric”) will become the wholly owning parent company and Alpine Electronics, Inc. (“Alpine” and, together with Alps Electric, the “Companies”) will become a wholly owned subsidiary, Alps Electric will change its company name to “ALPS ALPINE CO., LTD.,” and the Companies will reorganize into a holding company structure through a business integration.  As announced in the press release dated February 27, 2018 titled “Notice Regarding Change to the Transaction Structure of the Business Integration between Alps Electric Co., Ltd. and Alpine Electronics, Inc. and Change of the Name of the Holding Company (Partial Amendment to the Share Exchange Agreement between Alps Electric Co., Ltd. and Alpine Electronics, Inc. (Simplified Share Exchange), Cancellation of the Company Split of Alps Electric Co., Ltd., Change of the Company Name and Partial Amendments to the Articles of Incorporation of Alps Electric Co., Ltd.),” on January 1, 2019, the date on which the changes take place, Alps Electric will introduce the vice president (corporate officer) system, in which directors supervise the business of ALPS ALPINE CO., LTD. and vice presidents (corporate officers) will be responsible for conducting business operations and management, and where, as a result, management supervision and business execution are separated.

Alps Electric resolved at its board of directors meeting held today to appoint vice presidents (corporate officers) of ALPS ALPINE CO., LTD. and hereby announces them as follows (Note).  A total of 20 vice presidents (corporate officers) were appointed, and their responsibilities were assigned in accordance with their business domains and areas of expertise so as to accelerate business execution in the domains of their own responsibilities.  They will assume the offices of vice president (corporate officer) on the date that the transition to a holding company structure becomes effective, on the condition that the Share Exchange will have taken effect.

Appointed Vice Presidents (Corporate Officers)

 

 

 

 

 

Note:  For the directors, as from the date that the transition to a holding company structure becomes effective, 12 people who had been announced as director candidates in the press release dated April 26, 2018 titled “Announcement Regarding the Candidates for the Directors under the Holding Company Structure” were appointed at the 85th ordinary general meeting of shareholders of Alps Electric held on June 22, 2018.

 

 

 

Forward-Looking Statements

 

This document includes “forward-looking statements” that reflect the plans and expectations of Alps Electric and Alpine in relation to, and the benefits resulting from, their business integration described above.  To the extent that statements in this document do not relate to historical or current facts, they constitute forward-looking statements.  These forward-looking statements are based on the current assumptions and beliefs of the Companies in light of the information currently available to them, and involve known and unknown risks, uncertainties and other factors.  Such risks, uncertainties and other factors may cause the actual results, performance, achievements or financial position of one or both of the Companies (or the integrated group) to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements.

 

The Companies undertake no obligation to publicly update any forward-looking statements after the date of this document.  Investors are advised to consult any further disclosures by the Companies (or the integrated group) in their subsequent domestic filings in Japan and filings with the U.S. Securities and Exchange Commission.

 

 

The risks, uncertainties and other factors referred to above include, but are not limited to: