FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2005
Commission File Number 1-8320
Hitachi, Ltd.
(Translation of registrant’s name into English)
6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
This report on Form 6-K contains the following:
| 1. | Press release dated June 22, 2005 regarding Hitachi’s establishment of Hitachi Plasma Patent Licensing Co., Ltd. |
| 2. | Translation of the Report on the Matters Reported and Resolutions Adopted at the 136th Ordinary General Meeting of Shareholders. |
SIGNATURES
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.
| Hitachi, Ltd. | ||||
| (Registrant) | ||||
| Date July 7, 2005 |
By |
/s/ Takashi Hatchoji | ||
| Takashi Hatchoji | ||||
| Senior Vice President and Executive Officer | ||||
Hitachi Establishes Hitachi Plasma Patent Licensing Co., Ltd.
TOKYO, Japan, June 22, 2005 — Hitachi, Ltd. (NYSE:HIT/TSE:6501) today announced the establishment of a new operating company to manage Plasma Display Panel (PDP) patent portfolio owned by Hitachi, Ltd. Details of the new company are as follows:
About Hitachi Plasma Patent Licensing Co., Ltd.
| President: | Akira Shibata (Corporate Chief Engineer Ubiquitous Platform Systems, Hitachi, Ltd.) | |
| Headquarters: | Chiyoda-ku, Tokyo, Japan | |
| Capital: | 100 million yen (100% owned by Hitachi, Ltd.) | |
| Businesses: | Management and exploitation of PDP patent portfolio | |
| Date of establishment: | July 1st, 2005 |
Hitachi, Ltd. has formed a collaborative relationship with Matsushita Electric Industrial Co., Ltd. in the PDP business. Hitachi is considering allowing Matsushita Electric Industrial to acquire an equity interest of less than 20% in Hitachi Plasma Patent Licensing following its establishment. The purpose is to build an ongoing and stable licensing relationship between Hitachi and Matsushita Electric Industrial, as well as to manage the accomplishments of joint development activities based on this collaborative relationship.
About Hitachi, Ltd.
Hitachi, Ltd., (NYSE: HIT/ TSE: 6501), headquartered in Tokyo, Japan, is a leading global electronics company with approximately 347,000 employees worldwide. Fiscal 2004 (ended March 31, 2005) consolidated sales totaled 9,027.0 billion yen ($84.4 billion). The company offers a wide range of systems, products and services in market sectors including information systems, electronic devices, power and industrial systems, consumer products, materials and financial services. For more information on Hitachi, please visit the company’s website at http://www.hitachi.com
# # #
Hitachi, Ltd.
6-6, Marunouchi 1-chome
Chiyoda-ku, Tokyo
June 24, 2005
Report on the Matters Reported and Resolutions Adopted
at the 136th Ordinary General Meeting of Shareholders
Dear Shareholders:
We take pleasure in informing you that the following items were reported and resolved, respectively, at our 136th Ordinary General Meeting of Shareholders held today.
Reporting Matters
| (1) | Report on the Business Report, the Statement of Opereations and the Appropriation of Retained Earnings for the 136th Business Term (from April 1, 2004 to March 31, 2005) and the Balance Sheet as of March 31, 2005 |
| (2) | Report on the Consolidated Balance Sheet as of March 31, 2005, the Consolidated Statement of Operations for the 136th Business Term (from April 1, 2004 to March 31, 2005), and the results of the audit on the Consolidated Financial Statements by the Accounting Auditors and the Audit Committee |
The above Financial Statements, the Consolidated Financial Statements and the results of the audit on the Consolidated Financial Statements were reported.
The Company reported that it was decided to pay a dividend of 5.5 yen per share based on its policy on appropriation of retained earnings in light of the Company’s business results, financial conditions, income level, dividend payout ratio and other relevant factors.
Matters to Be Resolved
Item No. 1 Amendment to the Articles of Incorporation
It was approved as proposed and the Articles of Incorporation of the Company was amended as follows:
| • | the “home health care service business” set forth under the Health Care Insurance Law was added to the corporate purpose as set forth in Article 2 in order to enter the business; |
| • | Article 5 was amended to introduce electronic public notices which the Company posts its public notices on its web site; |
| • | Article 21 was amended to set the provision of Director to convene and preside over meetings of the Board of Directors. |
Item No. 2 Election of 14 Directors due to expiration of the term of office of all Directors
These following persons were re-elected and assumed their offices forthwith.
Etsuhiko Shoyama
Yoshiki Yagi
Kotaro Muneoka
Takashi Miyoshi
Ginko Sato
Hiromichi Seya
Akira Chihaya
Toshiro Nishimura
Isao Uchigasaki
Takashi Kawamura
Yoshiro Kuwata
Hiroshi Kuwahara
Masayoshi Hanabusa
The following person was newly elected and assumed his office forthwith.
Ryuichi Seguchi
Item No. 3 Issuance of stock acquisition rights for the purpose of granting stock options
It was approved as proposed that the Company issues the stock acquisition rights, not exceeding the total of 1,500,000 shares to be issued, without any consideration for the purpose of granting stock options to the Directors, Executive Officers and employees of the Company.
| Very truly yours, |
| Etsuhiko Shoyama |
| President and Chief Executive Officer |
NOTICE
At the Company’s Board of Directors meeting held after the 136th Ordinary General Meeting of Shareholders, Board Director (Chair)was elected and the members of the Nominating Committee, the Audit Committee and the Compensation Committee were appointed as follows. As regards Executive Officers, the following persons, same as the members effective as of April 1, 2005, were appointed and assumed their offices forthwith.
Board of Directors
| Board Director (Chair) | Yoshiki Yagi | |
| Director | * Etsuhiko Shoyama | |
| Director | Kotaro Muneoka | |
| Director | * Takashi Miyoshi | |
| Director | ** Ginko Sato | |
| Director | ** Hiromichi Seya | |
| Director | ** Akira Chihaya | |
| Director | ** Toshiro Nishimura | |
| Director | * Isao Uchigasaki | |
| Director | Takashi Kawamura | |
| Director | Yoshiro Kuwata | |
| Director | Hiroshi Kuwahara | |
| Director | Masayoshi Hanabusa | |
| Director | Ryuichi Seguchi |
The Directors marked with * concurrently hold the position of Executive Officers. The Directors marked with ** are outside Directors who fulfill the qualification requirements as provided for in the proviso clause of Article 21-8.4 of the Law for Special Exceptions to the Commercial Code Concerning Audit, etc. of Kabushiki-Kaisha. Members of each committee are as follows.
| Nominating Committee: | Etsuhiko Shoyama, Ginko Sato, Hiromichi Seya, Toshiro Nishimura, Masayoshi Hanabusa (Chair) | |
| Audit Committee: | Yoshiki Yagi (Chair), Kotaro Muneoka, Ginko Sato, Hiromichi Seya, Toshiro Nishimura | |
| Compensation Committee: | Etsuhiko Shoyama, Hiromichi Seya, Akira Chihaya, Toshiro Nishimura, Masayoshi Hanabusa (Chair) |
Executive Officers
| Representative Executive Officer President and Chief Executive Officer |
Etsuhiko Shoyama | |
| Representative Executive Officer Executive Vice President and Executive Officer |
Isao Ono | |
| Representative Executive Officer Executive Vice President and Executive Officer |
Michiharu Nakamura | |
| Representative Executive Officer Executive Vice President and Executive Officer |
Masaharu Sumikawa | |
| Representative Executive Officer Executive Vice President and Executive Officer |
Kazuo Furukawa | |
| Senior Vice President and Executive Officer | Hiroaki Nakanishi | |
| Senior Vice President and Executive Officer | Takashi Hatchoji | |
| Senior Vice President and Executive Officer | Takashi Miyoshi | |
| Senior Vice President and Executive Officer | Takuya Tajima | |
| Vice President and Executive Officer | Shigeharu Mano | |
| Vice President and Executive Officer | Kazuhiro Mori | |
| Vice President and Executive Officer | Kunihiko Ohnuma | |
| Vice President and Executive Officer | Manabu Shinomoto | |
| Vice President and Executive Officer | Kazuhiro Tachibana | |
| Vice President and Executive Officer | Taiji Hasegawa | |
| Vice President and Executive Officer | Junzo Kawakami | |
| Vice President and Executive Officer | Minoru Tsukada | |
| Vice President and Executive Officer | Masahiro Hayashi | |
| Vice President and Executive Officer | Makoto Ebata | |
| Vice President and Executive Officer | Iwao Hara | |
| Vice President and Executive Officer | Shozo Saito | |
| Executive Officer | Yasuo Sakuta | |
| Executive Officer | Takao Suzuki | |
| Executive Officer | Koichiro Nishikawa | |
| Hitachi Group Executive Officer | Isao Uchigasaki |
Note: The responsibilities of each Executive Officer are stated in the Business Report for the 136th business term.