NEC Files Registration Statement on Form 20-F with Securities and Exchange Commission in United States
Tokyo, March 18, 2020 - NEC Corporation (NEC; TSE : 6701) today announced that it filed with the Securities and Exchange Commission (the "SEC") in the United States on March 17, 2020 (U.S. Eastern Standard Time) a registration statement on Form 20-F (the "Form 20-F") for NEC's common stock in order to resolve the restrictions of a previously-issued SEC Order (as defined below).
After NEC became subject to an informal inquiry by the SEC concerning matters including its failure to file annual reports on Form 20-F with the SEC for the fiscal year ended March 31, 2006 and thereafter, in June 2008, NEC entered into a settlement agreement with the SEC, and, as part of the settlement, the SEC issued an order under Section 12(j) of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). The SEC ordered that (a) NEC cease and desist from certain actions that the SEC found were in violation of the Exchange Act, and (b) the registration under the Exchange Act of its common stock and American depositary shares be revoked (the "SEC Order"). As a result of the SEC Order, no broker or dealer, and no member of a U.S. securities exchange, may make use of the mail or any other means or instrumentality of interstate commerce in the United States to effect any transaction in, or to induce purchase or sale of, shares of common stock or American depositary shares of NEC.
In order to resolve the restrictions of the SEC Order described above, NEC has filed the Form 20-F. While the Form 20-F has not yet been declared effective, NEC expects that the restrictions of the SEC Order will be lifted once the Form 20-F becomes effective following review by the SEC.
NEC does not intend to seek any listing for its common stock in the form of shares or American Depositary Shares on a national securities exchange in the United States.
A copy of the Form 20-F can be viewed and obtained on the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) (www.sec.gov).
Cautionary Statement with Respect to Forward-Looking Statements
This material contains forward-looking statements regarding estimations, forecasts, targets and plans in relation to the results of operations, financial conditions and other overall management of the NEC Group (the "forward-looking statements"). The forward-looking statements are made based on information currently available to NEC and certain assumptions considered reasonable as of the date of this material. These determinations and assumptions are inherently subjective and uncertain. These forward-looking statements are not guarantees of future performance, and actual operating results may differ substantially due to a number of factors.
The factors that may influence the operating results include, but are not limited to, the following:
- adverse economic conditions in Japan or internationally;
- foreign currency exchange and interest rate risks;
- changes in the markets in which we operate;
- potential inability to achieve the goals in our medium-term management plan;
- fluctuations in our revenue and profitability from period to period;
- difficulty achieving the benefits expected from acquisitions, business combinations and reorganizations;
- potential deterioration in our relationships with strategic partners or problems relating to their products or services;
- difficulty achieving our growth strategies outside Japan;
- potential inability to keep pace with rapid technological advancements in our industry and to commercialize new technologies;
- intense competition in the markets in which we operate;
- risks relating to our concentrated customer base;
- difficulties with respect to new businesses;
- potential failures in the products and services we provide;
- potential failure to procure components, equipment or other supplies;
- difficulties protecting our intellectual property rights;
- potential inability to obtain certain intellectual property licenses;
- our customers may encounter financial difficulties;
- difficulty attracting, hiring and retaining skilled personnel;
- difficulty obtaining additional financing to meet our funding needs;
- potential failure of internal controls;
- potentially costly and time-consuming legal proceedings;
- risks related to regulatory change and uncertainty;
- risks related to environmental laws and regulations;
- information security and data protection concerns and restrictions;
- potential changes in effective tax rates or deferred tax assets, or adverse tax examinations;
- risks related to corporate governance and social responsibility requirements;
- risks related to natural disasters, public health issues, armed hostilities and terrorism;
- risks related to our pension assets and defined benefit obligations; and
- risks related to impairment losses with regard to goodwill.
The forward-looking statements contained in this material are based on information that NEC possesses as of the date hereof. 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 the NEC Group. NEC does not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About NEC Corporation
NEC Corporation is a leader in the integration of IT and network technologies that benefit businesses and people around the world. The NEC Group globally provides "Solutions for Society" that promote the safety, security, efficiency and equality of society. Under the company's corporate message of "Orchestrating a brighter world," NEC aims to help solve a wide range of challenging issues and to create new social value for the changing world of tomorrow. For more information, visit NEC at https://www.nec.com.
NEC is a registered trademark of NEC Corporation. All Rights Reserved. Other product or service marks mentioned herein are the trademarks of their respective owners. © NEC Corporation.