UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No.1)
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2012
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-12602
KABUSHIKI KAISHA MAKITA
(Exact name of registrant as specified in its charter)
MAKITA CORPORATION
(Translation of registrants name into English)
JAPAN
(Jurisdiction of incorporation or organization)
3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture 446-8502, Japan
(Address of principal executive offices)
Minobu Kato, +81.566.97.1718, +81.566.98.6907, 3-11-8, Sumiyoshi-cho, Anjo City, Aichi Prefecture 446-8502,
Japan
(Name, Telephone, Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Class |
Name of each exchange on which registered | |
*American Depositary Shares | Nasdaq Global Select Market | |
**Common Stock |
* | American Depositary Receipts evidence American Depositary Shares, each American Depositary Share representing one share of the registrants Common Stock. |
** | No par value. Not for trading, but only in connection with registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission. |
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 stock as of the close of the period covered by the annual report.
As of March 31, 2012, 135,750,518 shares of common stock were issued and outstanding, excluding 4,258,242 shares of Treasury stock. An aggregate number of 1,423,699 shares of common stock were held in the form of 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.
x Yes ¨ No
If this report is an annual or transition report, indicate by 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 x No
Note Checking the box above will not relieve any registrant required to the file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligation under those Sections.
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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any every Interactive Data File required to be submitted and posted 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 and post such files).
x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ |
Indicate by check mark basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S.GAAP x | International Financial Reporting Standards | Other ¨ | ||
as issued by International Accounting Standards Board ¨ |
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 x No
Explanatory Note
This Amendment No. 1 to Form 20-F (the Form 20-F/A) amends our annual report on Form 20-F for the fiscal year ended March 31, 2012, originally filed with the U.S. Securities and Exchange Commission (SEC) on June 29, 2012 (the Form 20-F). The sole purpose of this Form 20-F/A is to amend the Form 20-F to provide Interactive Data File disclosure as Exhibit 101 to this Form 20-F/A in accordance with Rule 405 of Regulation S-T.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any Item of the Form 20-F.
Item 19. Exhibits
1.1 | Articles of Incorporation, as amended and effective as of June 25, 2009 (English translation), incorporated by reference to Makitas Annual Report on Form 20-F (Commission file no. 0-12602) filed on July 9, 2009. |
1.2 | Regulations of Board of Directors, as amended and effective as of June 25, 2009 (English translation), incorporated by reference to Makitas Annual Report on Form 20-F (Commission file no. 0-12602) filed on July 9, 2009. |
1.3 | The Share Handling Regulations, as amended and effective as of April 1, 2012 (English translation), incorporated by reference to Makitas Annual Report on Form 20-F (Commission file no. 0-12602) filed on June 29, 2012. |
1.4 | Regulations of Board of Statutory Auditors effective as of July 7, 2006 (English translation), incorporated by reference to Makitas Annual Report on Form 20-F (Commission file no. 0-12602) filed on June 7, 2006. |
12.1 | 302 Certification of Chief Executive Officer, President and Representative Director |
12.2 | 302 Certification of Chief Financial Officer, Director and General Manager of Administration Headquarters |
13.1 | 906 Certification of Chief Executive Officer and Chief Financial Officer |
101 | Instance Document |
101 | Schema Document |
101 | Calculation Linkbase Document |
101 | Definition Linkbase Document |
101 | Label Linkbase Document |
101 | Presentation Linkbase Document |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
MAKITA CORPORATION | ||
By: | /s/ Masahiko Goto | |
Name: | Masahiko Goto | |
Title: | President, | |
Representative Director and | ||
Chief Executive Officer |
Date: July 3, 2012