As filed with the Securities and Exchange Commission on September 27, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form20-F/A
(Amendment No. 2)
(Mark One)
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number001-37821
LINE Kabushiki Kaisha
(Exact name of Registrant as specified in its charter)
LINE Corporation | Japan | |
(Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
JR Shinjuku Miraina Tower, 23rd Floor
4-1-6 Shinjuku
Shinjuku-ku, Tokyo,160-0022, Japan
(Address of principal executive offices)
Satoshi Yano
Telephone:+81-3-4316-2050;E-mail: ir@linecorp.com; Facsimile:+81-3-4316-2131
(Name, telephone,e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
American Depositary Shares, each representing one share of common stock | LN | New York Stock Exchange, Inc. | ||
Common Stock* | LN* | New York Stock Exchange, Inc.* |
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
As of December 31, 2018, there were 240,524,642 shares of common stock outstanding
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 RegulationS-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, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐
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. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other ☐
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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒
* | Not for trading, but only in connection with the registration of the American Depositary Shares. |
EXPLANATORY NOTE
This Amendment No. 2 to Form20-F (the “Form20-F/A”) amends our annual report on Form20-F for the year ended December 31, 2018, which was originally filed with the U.S. Securities and Exchange Commission on March 29, 2019, and which was amended on June 28, 2019 (the “Annual Report”). The purpose of this Form20-F/A is solely to include the financial statements and related notes of LINE MOBILE Corporation (“LINE MOBILE”) as Exhibit 15.2 in compliance with Rule3-09 of RegulationS-X under the Securities Exchange Act of 1934, as amended (“Rule3-09”).
Rule3-09 requires, among other things, that separate financial statements for unconsolidated subsidiaries and investees accounted for by the equity method be included in the Form20-F when such entities are individually significant. LINE MOBILE was one of our wholly owned subsidiaries until we entered into a partnership agreement with SoftBank Corporation concerning LINE MOBILE, pursuant to which our interest in LINE MOBILE decreased from 100.0% to 49.0% on April 2, 2018, with SoftBank Corporation holding the remaining interest. This resulted in LINE MOBILE being accounted for as an associate under the equity method, rather than as a consolidated subsidiary. We have determined that our equity method investment in LINE MOBILE was significant under Rule3-09 and Rule1-02(w) of RegulationS-X in relation to our financial results for the year ended December 31, 2018.
This Form20-F/A is therefore filed solely to supplement the Annual Report with the inclusion of the audited financial statements and related notes of LINE MOBILE as of March 31, 2019 and for the period of April 2, 2018 to March 31, 2019 (the “LINE MOBILE Financial Statements”).
Except for the inclusion of Exhibit 15.2, this Form20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form20-F/A should be read in conjunction with the Annual Report.
1
PART III
Item 17. | Financial Statements |
Not applicable.
Item 18. | Financial Statements |
Item 18 of the Annual Report is amended and supplemented by including the LINE MOBILE Financial Statements as Exhibit 15.2 hereto.
Item 19. | Exhibits |
Item 19 of the Annual Report is amended by the addition of the following exhibits:
2
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
LINE Corporation |
(Registrant) |
/s/ In Joon Hwang |
Name: In Joon Hwang |
Title: Chief Financial Officer |
Date: September 27, 2019
3