SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 15F

 

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 0-30204

 

Kabushiki Kaisha Internet Initiative
(Exact name of registrant as specified in its charger)

 

Iidabashi Grand Bloom, 2-10-2 Fujimi, Chiyoda-ku, Tokyo 102-0071, Japan
+813-5205-6500

(Address, including zip code and telephone number, including area code, of Issuer’s principal executive offices)

 

Common stock

(Title of each class of securities covered by this Form)

 

 

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

 

Rule 12h-6(a) (for equity securities) x Rule 12h-6(d) (for successor registrants) ¨
Rule 12h-6(c) (for debt securities) ¨　　 Rule 12h-6(i) (for prior Form 15 filers) ¨

 

 

 

 

 

PART I

 

Item 1. Exchange Act Reporting History

 

A. Internet Initiative Japan Inc. (the “Registrant”) first incurred the duty to file reports under Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on or about August 3, 1999, the date that its registration statement on Form F-1 (File No. 333-10584) was declared effective by the Securities and Exchange Commission (the “Commission”).

 

B. The Registrant has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. The Registrant has filed at least one annual report on Form 20-F under Section 13(a) of the Exchange Act.

 

Item 2. Recent United States Market Activity

 

Subject to the exceptions set forth in Instruction 1 to this Item, the Registrant last sold securities in the United States in a registered offering under the Securities Act of 1933, as amended, in August 1999.

 

Item 3. Foreign Listing and Primary Trading Market

 

A. The Registrant has maintained a listing of its common stock on the First Section of the Tokyo Stock Exchange (the “TSE”), in Tokyo, Japan. The TSE constitutes the primary trading market for the Registrant’s common stock, as that term is defined in Rule 12h-6 under the Exchange Act.

 

B. The Registrant’s common stock was initially listed on the TSE in December 2005. The Registrant has maintained the listing of its common stock on the TSE since that date, including during the 12 months preceding the filing of this Form 15F.

 

C. The percentage of trading in the Registrant’s common stock that occurred in Japan for the 12-month period from April 1, 2018 to March 31, 2019 (both dates inclusive) was 90.8% of the worldwide trading volume.

 

Item 4. Comparative Trading Volume Data

 

A. The 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) started on April 1, 2018 and ended on March 31, 2019 (the “Applicable Period”).

 

B. The average daily trading volume (“ADTV”) of the Registrant’s common stock in the United States for the Applicable Period (including off-exchange and on-exchange transactions) was 5,770 shares. The ADTV of the Registrant’s common stock on a worldwide basis for the Applicable Period was 235,227 shares.

 

C. The ADTV of the Registrant’s common stock in the United States for the Applicable Period was 2.5% of the ADTV of its common stock worldwide for the Applicable Period.

 

D. The Registrant delisted its common stock from the NASDAQ Stock Exchange (the “NASDAQ”) effective April 22, 2019 (with April 18, 2019 as the last day of trading on the NASDAQ). As of April 18, 2019, the ADTV of the Registrant’s common stock in the United States (including off-exchange and on exchange transactions) as a percentage of the ADTV for the Registrant’s common stock on a worldwide basis for the preceding 12-month period was 2.7%.

 

E. The Registrant has not terminated its sponsored American Depositary Receipt facility regarding its common stock.

 

F. The source of the trading volume information used for determining whether the Registrant meets the requirements of Rule 12h-6 is Bloomberg L.P.

 

Item 5. Alternative Record Holder Information

 

Not applicable.

 

Item 6. Debt Securities

 

Not applicable.

 

 

 

 

Item 7. Notice Requirement

 

A. The Registrant published in the United States a notice of its intent to terminate its reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act, by means of press releases issued on February 7, 2019 and April 1, 2019.

 

B. The press releases described above were disseminated by major newswire services required by the NASDAQ in the United States and submitted to the Commission under cover of a Form 6-K on February 7, 2019 and April 1, 2019. Additionally, the notices were published on the Registrant’s Internet website.

 

Item 8. Prior Form 15 Filers

 

Not applicable.

 

PART II

 

Item 9. Rule 12g3-2(b) Exemption

 

The Registrant will publish the information required under Rule 12g3-2(b)(1)(iii) on its website: https://www.iij.ad.jp/en/ir/

 

PART III

 

Item 10. Exhibits

 

None.

 

Item 11. Undertakings

 

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

 

  (1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);

 

  (2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or

 

  (3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Internet Initiative Japan Inc. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Internet Initiative Japan Inc. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.

 

 

Date:   April 22, 2019

 

  By:  /s/ Koichi Suzuki  
  Chairman, Chief Executive Officer and
  Representative Director