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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2013

Commission File Number: 000-11743

WACOAL HOLDINGS CORP.

(Translation of registrant’s name into English)

29, Nakajima-cho, Kisshoin, Minami-ku

Kyoto, Japan

(Address of principal executive office)

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 þ    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): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

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Information furnished on this form:

EXHIBIT INDEX

 

Exhibit		Date		Description of Exhibit
1		April 2, 2013		Second Announcement Regarding Delisting American Depositary Receipts from NASDAQ and Deregistration under the U.S. Securities Exchange Act of 1934

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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.

 

Date: April 2, 2013

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[Exhibit 1]

April 2, 2013

To whom it may concern:

WACOAL HOLDINGS CORP.

Yoshikata Tsukamoto, President and Representative Director

(Code Number: 3591)

(Tokyo Stock Exchange, First Section)

(Osaka Securities Exchange, First Section)

Ikuo Otani, Senior Managing Director and

General Manager of Corporate Planning

(Telephone: +81(075)682-1010)

Second Announcement Regarding Delisting American Depositary Receipts from NASDAQ and

Deregistration under the U.S. Securities Exchange Act of 1934

As previously announced on February 25, 2013, we hereby announce that we have notified NASDAQ Stock Market (“NASDAQ”) on April 2, 2013 (U.S. time) of our intention to delist our American Depositary Receipts (“ADRs”). For our reason for delisting our ADRs, please see item 1 (“Reason for Delisting”) in our first announcement on February 25, 2013.

Details

 

1.	Anticipated Schedule of Delisting (U.S. time)

 

April 2, 2013 (Tue):		Notified NASDAQ of intention to delist ADRs
April 15, 2013 (Mon):		File application for delisting from NASDAQ (Form 25)
April 25, 2013 (Thu):		Complete delisting from NASDAQ

Upon completion of our delisting from NASDAQ, we plan to file an application with the Securities and Exchange Commission for termination of our registration and applicable disclosure obligations under the U.S. Securities Exchange Act of 1934 (“Exchange Act”) (Form 15F).

 

2.	Continuation of ADR Program in the United States

We intend to maintain our ADR program after we delist from NASDAQ and therefore anticipate that our ADRs will continue to be held and traded in the United States.

 

3.	Stock Exchange Listings Maintained following NASDAQ Delisting

Tokyo Stock Exchange

Osaka Securities Exchange

 

4.	For ADR-related Inquiries

The Bank of New York Mellon (U.S.)

 

Telephone:		1-888-BNY-ADRS (1-888-269-2377, toll-free number in the U.S.) 1-201-680-6825 (outside the U.S.)
Website:		www.adrbny.com
Email:		shrrelations@bnymellon.com Business Hours: 9:00am – 5:00pm Mon to Fri (USEST)

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