FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of February, 2008
Commission File Number: 000-12713
NEC CORPORATION
(Translation of registrant’s name into English)
7-1, Shiba 5-chome, Minato-ku, Tokyo, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-Fx Form 40-F¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes¨ Nox
SIGNATURE
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.
NEC Corporation | ||
(Registrant) | ||
By | /S/ FUJIO OKADA | |
Fujio Okada | ||
Associate Senior Vice President |
Date: February 25, 2008
(Translation)
Feb 25, 2008
NEC Corporation | ||||||
Kaoru Yano, President | ||||||
(Tokyo Stock Exchange, 1st Section; | ||||||
Code Number 6701) | ||||||
Contacts: | Makoto Miyakawa/Diane Foley | |||||
Corporate Communications Division | ||||||
+81-3-3798-6511 |
NEC Plans to Appoint KPMG AZSA as New Accounting Auditors
Tokyo, February 25, 2008 - NEC Corporation today announced plans to change its accounting auditors in accordance with a proposition approved at the Meeting of the Board of Directors today. The proposition will be submitted for approval at the 170th Ordinary General Meeting of Shareholders in June, 2008.
NEC has already obtained the consent of its Board of Corporate Auditors pursuant to the provisions of Article 344 of the Company Law of Japan.
1.Reason for change
NEC’s Board of Directors will submit a proposal to appoint KPMG AZSA & Co in place of Ernst & Young ShinNihon.
This decision was made based on several factors, including the fact that Ernst & Young ShinNihon has been NEC’s accounting auditors for a significant length of time and NEC changed its accounting principles to prepare its consolidated financial statements from U.S. GAAP to Japan GAAP in the fiscal year ended March 31, 2007.
2.Current accounting auditors
Firm: | Ernst & Young ShinNihon | |
Address: | Hibiya Kokusai Building, 2-2-23 Uchisaiwai-cho, Chiyoda-ku, Tokyo, Japan |
3.Accounting auditors to be newly elected
Firm: | KPMG AZSA & Co | |
Address: | AZSA Center Building, 1-2 Tsukudo-cho, Shinjuku-ku, Tokyo, Japan |
4.Planned date of election
June, 2008 (Date of 170th Ordinary General Meeting of Shareholders)
KPMG AZSA & Co will audit NEC’s statutory reports starting from the fiscal year ending March 31, 2009.
CAUTIONARY STATEMENTS:
This material contains forward-looking statements pertaining to strategies, financial targets, technology, products and services, and business performance of NEC Corporation and its consolidated subsidiaries (collectively “NEC”). Written forward-looking statements may appear in other documents that NEC files with stock exchanges or regulatory authorities, such as the U.S. Securities and Exchange Commission, and in reports to shareholders and other communications. The U.S. Private Securities Litigation Reform Act of 1995 contains, and other applicable laws may contain, a safe-harbor for forward-looking statements, on which NEC relies in making these disclosures. Some of the forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates,” “targets,” “aims,” or “anticipates,” or the negative of those words, or other comparable words or phrases. You can also identify forward-looking statements by discussions of strategy, beliefs, plans, targets, or intentions. Forward-looking statements necessarily depend on currently available assumptions, data, or methods that may be incorrect or imprecise and NEC may not be able to realize the results expected by them. You should not place undue reliance on forward-looking statements, which reflect NEC’s analysis and expectations only. Forward-looking statements are not guarantees of future performance and involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Among the factors that could cause actual results to differ materially from such statements include (i) global economic conditions and general economic conditions in NEC’s markets, (ii) fluctuating demand for, and competitive pricing pressure on, NEC’s products and services, (iii) NEC’s ability to continue to win acceptance of NEC’s products and services in highly competitive markets, (iv) NEC’s ability to expand into foreign markets, such as China, (v) regulatory change and uncertainty and potential legal liability relating to NEC’s business and operations, (vi) NEC’s ability to restructure, or otherwise adjust, its operations to reflect changing market conditions, (vii) movement of currency exchange rates, particularly the rate between the yen and the U.S. dollar, (viii) impact of NEC’s announcement that its previously issued financial statements may not be relied upon and inability to prepare the financial statements for inclusion in the 2006 Form 20-F and to restate historical financial statements, and (ix) uncertainty relating to the ongoing informal inquiry by the SEC. Any forward-looking statements speak only as of the date on which they are made. New risks and uncertainties come up from time to time, and it is impossible for NEC to predict these events or how they may affect NEC. NEC does not undertake any obligation to update or revise any of the forward-looking statements, whether as a result of new information, future events, or otherwise.
The management targets included in this material are not projections, and do not represent management’s current estimates of future performance. Rather, they represent targets that management will strive to achieve through the successful implementation of NEC’s business strategies.
Finally, NEC cautions you that the statements made in this material are not an offer of securities for sale. The securities may not be offered or sold in any jurisdiction in which registration is required absent registration or an exemption from registration under the applicable securities laws. For example, any public offering of securities to be made in the United States must be registered under the U.S. Securities Act of 1933 and made by means of an English language prospectus that contains detailed information about NEC and management, as well as NEC’s financial statements.
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