UNITED STATES
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
NIS GROUP Kabushiki Kaisha
(Exact name of registrant as specified in its charter)
NIS GROUP CO., LTD.
(Translation of registrant’s name into English)
Shinjuku L-Tower 25F
6-1, Nishi Shinjuku 1-chome
Shinjuku-ku, Tokyo 163-1525
Japan
+81-3-3348-2424
(Address, including zip code, and telephone number, including area code, of registrant’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:
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| Rule 12h-6(a) þ
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Rule 12h-8(d) o |
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(for successor registrants) |
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| Rule 12h-8(c) o
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Rule 12h-6(i) o |
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(for prior Form 15 filers) |
TABLE OF CONTENTS
PART I
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| Item 1. |
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Exchange Act Reporting History |
NIS
GROUP Kabushiki Kaisha (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
August 1,
2002, the date that its registration statement on Form F-1, as amended (File No. 333-97229) (the
“Form F-1”), was declared effective by the Securities and Exchange Commission (the
“Commission”).
The Registrant has filed or submitted all reports required under Exchange Act section 13(a)
and 15(d) and corresponding Commission rules for the 12 months preceding the filing of this Form
and has filed at least one annual report under section 13(a).
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| Item 2. |
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Recent United States Market Activity |
The Registrant’s securities were last sold in the United States in a registered offering under
the Securities Act of 1933 required to be disclosed under this Item in August 2002 pursuant to the
Form F-1, as amended.
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| Item 3. |
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Foreign Listing and Primary Trading Market |
The Registrant has maintained a listing of its common stock on the Tokyo Stock Exchange (the
“TSE”) in Tokyo, Japan. The TSE constitutes the primary trading market for
the Registrant’s common
stock.
The Registrant’s common stock was initially listed on the second section of the TSE in 1998
and the first section of the TSE in 1999.
The Registrant has maintained a listing of its common
stock on the TSE for at least the 12 months preceding the filing of this Form.
During
the 12-month period beginning
August 1, 2007 and through and
including
August 1, 2008, 99.02836% of
trading in
the Registrant’s common stock occurred on the TSE in Japan. The trading market for
the Registrant’s
common stock on the TSE in Japan is larger than the trading market for
the Registrant’s common stock in the
United States for the same 12-month period.
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| Item 4. |
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Comparative Trading Volume Data |
The Registrant is relying on Rule 12h-6(a)(4)(i) and is using the 12-month period beginning
August 1, 2007 and through and including
August 1, 2008
(the last day of trading of our ADSs on the New York Stock Exchange) to meet the requirements of that rule provision.
During this 12-month period, the average daily trading volume (
“ADTV”) of
the Registrant’s
common stock in the United States (including off-exchange and
on-exchange transactions) was 21,225 shares and the ADTV of
the Registrant’s common stock on a worldwide basis (not including
off-exchange transactions) was 2,184,465 shares.
For the same 12-month period, the ADTV of
the Registrant’s common stock in the United States
as a percentage of the ADTV for
the Registrant’s common stock on
a worldwide basis was 0.97163%
The Registrant delisted its common stock from the New York Stock Exchange effective
August 4,
2008 (with
August 1, 2008 as the last day of trading on the New York
Stock Exchange). As of
August 4, 2008, 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 (not including off-exchange transactions) for the
preceding 12-month period was 0.97163%
The source of the trading volume information used for determining whether
the Registrant meets
the requirements of Rule 12h-6 is Bloomberg L.P.
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| Item 5. |
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Alternative Record Holder Information |
Not applicable.
Not applicable.
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| Item 7. |
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Notice Requirement |
The Registrant published the notice, required by Rule 12h-6(h), disclosing its intent to
terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on
July 14, 2008. The notice was disseminated in the United States through Business Wire. A copy of the notice was submitted to the Commission as Exhibit 1 to
the Registrant’s
Form 6-K submitted on
July 14, 2008.
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| Item 8. |
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Prior Form 15 Filers |
Not applicable.
PART II
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| Item 9. |
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Rule 12g3-2(b) Exemption |
PART III
None.
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:
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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); |
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(2) |
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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 |
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(3) |
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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, NIS GROUP Kabushiki
Kaisha has duly authorized the undersigned person to sign on its behalf this certification on Form
15F. In so doing, NIS GROUP Kabushiki Kaisha 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.
