XTKS:8604 Nomura Holdings Inc Annual Report 20-F/A Filing - 3/31/2012

Effective Date 3/31/2012

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F/A

(Amendment No. 1)

 

 

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2012

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

OR

 

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 1-15270

 

 

Nomura Horudingusu Kabushiki Kaisha

(Exact name of registrant as specified in its charter)

 

 

Nomura Holdings, Inc.

(Translation of registrant’s name into English)

 

 

 

Japan  

9-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Jurisdiction of incorporation or organization)   (Address of principal executive offices)

Takumi Kitamura, 81-3-5255-1000, 81-3-3274-4496

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange On Which Registered

Common Stock*   New York Stock Exchange

 

* Not for trading, but only in connection with the registration of the American Depositary Shares, each representing one share of Common Stock.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2012, 3,663,483,895 shares of Common Stock were outstanding, including 26,244,423 shares represented by 26,244,423 American Depositary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes    ¨  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ¨  Yes    x  No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x

   Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  x

   International Financial Reporting Standards as issued
by the International Accounting Standards Board  ¨
   Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    ¨  Item 17    ¨  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

 

 

 

 


Explanatory Note

We are filing this amendment to our annual report on Form 20-F for the fiscal year ended March 31, 2012, to include as an exhibit to such annual report the Interactive Data File (as defined in Rule 11 of Regulation S-T) with respect to our audited consolidated financial statements included in such annual report pursuant to paragraph 101 under “Instructions as to Exhibits” of Form 20-F in accordance with Rule 405 of Regulation S-T. Due to technical issues, such Interactive Data File was not included as an exhibit to our annual report on Form 20-F as originally filed with the Securities and Exchange Commission on June 27, 2012.


INDEX OF EXHIBITS

 

Exhibit
Number

  

Description

    1.1    

Articles of Incorporation of the registrant (English translation) (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2011)

    1.2    

Share Handling Regulations of the registrant (English translation) (incorporated by reference to the Registration Statement on Form S-8 (File No. 333-165925) filed on April 7, 2010)

    1.3    

Regulations of the Board of Directors of the registrant (English translation) (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2011)

    1.4    

Regulations of the Nomination Committee (English translation) (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2009)

    1.5    

Regulations of the Audit Committee (English translation) (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2009)

  *1.6    

Regulations of the Compensation Committee (English translation)

    2.1    

Form of Deposit Agreement among the registrant, The Bank of New York Mellon as depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to the Registration Statement on Form F-6 (File No. 333-166346) filed on April 28, 2010)

    4.1    

Limitation of Liability Agreement (English translation) (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2011)*1

    4.2    

Limitation of Liability Agreement (incorporated by reference to the Annual Report on Form 20-F (File No. 001-15270) filed on June 30, 2011)*2

    8.1    

Subsidiaries of the registrant—See “Item 4.C. Information on the Company—Organizational Structure.”

*11.1    

Code of Ethics of Nomura Group (English translation)

*12.1    

Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a)

*12.2    

Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a)

*13.1    

Certification of the chief executive officer required by 18 U.S.C. Section 1350

*13.2    

Certification of the chief financial officer required by 18 U.S.C. Section 1350

*15.1    

Consent of Ernst & Young ShinNihon LLC with respect to its report on the audit of the financial statements included in this annual report

*15.2    

Consent of Ernst & Young ShinNihon LLC with respect to its report on the audit of the financial statements included in this annual report

   101.INS   

XBRL Instance Document

    101.SCH   

XBRL Taxonomy Extension Schema

    101.CAL   

XBRL Taxonomy Extension Calculation Linkbase

    101.DEF   

XBRL Taxonomy Extension Definition Linkbase

    101.LAB   

XBRL Taxonomy Extension Label Linkbase

    101.PRE   

XBRL Taxonomy Extension Presentation Linkbase

 

* Previously filed on June 27, 2012 as part of the annual report on Form 20-F.
*1 The Company and each of Masahiro Sakane, Toshinori Kanemoto, Haruo Tsuji, Tsuguoki Fujinuma and Takao Kusakari entered into a Limitation of Liability Agreement, substantially in the form of this exhibit.
*2 Nomura and each of Dame Clara Furse and Michael Lim Choo San entered into a Limitation of Liability Agreement substantially in the form of this exhibit.

 

Nomura has not included as exhibits certain instruments with respect to our long-term debt. The amount of debt authorized under each such debt instrument does not exceed 10% or our total assets. We will furnish a copy of any such instrument to the SEC upon request.


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

NOMURA HOLDINGS, INC.

By:

                        /s/    MINORU HATADA        
 

Name:

 

Minoru Hatada

 

Title:

  Senior Managing Director

Date: June 28, 2012

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