NEC's Settlement with the U.S. Securities and Exchange Commission

Tue Jun 17, 2008 8:40pm EDT
 
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TOKYO, June 17 /PRNewswire/ -- NEC Corporation ("NEC") has been subject to
an informal inquiry by the U.S. Securities and Exchange Commission ("SEC")
concerning matters including its failure to file annual reports on Form 20-F
to be filed with the SEC for the fiscal year ended March 31, 2006 and
thereafter (the "Annual Reports"). NEC entered into a settlement agreement
with the SEC and as part of the settlement, the SEC issued a cease and desist
order (the "Order") as described below.
    The Order, which was issued on June 17, 2008, stipulates that (a) NEC
shall cease and desist from the violations of certain clauses of the U.S.
Securities and Exchange Act of 1934 (the "Act") because the SEC found that
certain actions by NEC (including the failure to file the Annual Reports)
violated certain provisions of the Act, and (b) the registration under the Act
of securities issued by NEC shall be revoked (Note). NEC has not admitted or
denied the findings by the SEC set forth in the Order. No surcharge or other
forms of monetary payment is required under the Order.
    (Note)  NEC's American Depositary Receipts (ADRs) were delisted from the
Nasdaq Stock Market in October 2007.
    CAUTIONARY STATEMENTS:
    This material contains forward-looking statements pertaining to
strategies,
financial targets, technology, products and services, and business performance
of NEC Corporation and its consolidated subsidiaries (collectively "NEC").
Written forward-looking statements may appear in other documents that NEC
files with stock exchanges or regulatory authorities, such as the Director of
the Kanto Finance Bureau, and in reports to shareholders and other
communications. NEC is relying on certain safe-harbors for forward-looking
statements in making these disclosures. Some of the forward-looking statements
can be identified by the use of forward-looking words such as "believes,"
"expects," "may," "will," "should," "seeks," "intends," "plans," "estimates,"
"targets," "aims," or "anticipates," or the negative of those words, or other
comparable words or phrases. You can also identify forward-looking statements
by discussions of strategy, beliefs, plans, targets, or intentions. Forward-
looking statements necessarily depend on currently available assumptions,
data,
or methods that may be incorrect or imprecise and NEC may not be able to
realize the results expected by them. You should not place undue reliance on
forward-looking statements, which reflect NEC's analysis and expectations
only.
Forward-looking statements are not guarantees of future performance and
involve inherent risks and uncertainties. A number of important factors could
cause actual results to differ materially from those in the forward-looking
statements. Among the factors that could cause actual results to differ
materially from such statements include (i) global economic conditions and
general economic conditions in NEC's markets, (ii) fluctuating demand for, and
competitive pricing pressure on, NEC's products and services, (iii) NEC's
ability to continue to win acceptance of NEC's products and services in highly
competitive markets, (iv) NEC's ability to expand into foreign markets, such
as China, (v) regulatory change and uncertainty and potential legal liability
relating to NEC's business and operations, (vi) NEC's ability to restructure,
or otherwise adjust, its operations to reflect changing market conditions,
(vii) movement of currency exchange rates, particularly the rate between the
yen and the U.S. dollar, and (viii) impact of any regulatory action or legal
proceeding against NEC. Any forward-looking statements speak only as of the
date on which they are made. 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 NEC. NEC does not undertake any obligation to update or revise any of
the forward-looking statements, whether as a result of new information, future
events, or otherwise.
    The management targets included in this material are not projections, and
do not represent management's current estimates of future performance. Rather,
they represent targets that management will strive to achieve through the
successful implementation of NEC's business strategies.
    Finally, NEC cautions you that the statements made in this material are
not an offer of securities for sale. The securities may not be offered or sold
in any jurisdiction in which registration is required absent registration or
an exemption from registration under the applicable securities laws.
SOURCE  NEC Corporation

In Japan, Joseph Jasper, j-jasper@ax.jp.nec.com, +81-3-3798-6511, or In the
US, Kosuke Yamauchi, k-yamauchi@ce.jp.nec.com, +1- 212-326-2504

 

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