As filed with the Securities and Exchange Commission on April 10, 2002
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________
TREND MICRO KABUSHIKI KAISHA
(Exact name of issuer as specified in its charter)
TREND MICRO INCORPORATED
(Translation of issuer's name into English)
Japan None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
Odakyu Southern Tower, 10F
2-1, Yoyogi 2-chome
Shibuya-ku, Tokyo 151-8583, Japan
81-3-5334-3600
(Address of Principal Executive Offices)
_________________________
TREND MICRO INCORPORATED
2001 INCENTIVE PLAN
TREND MICRO INCORPORATED
2001 STOCK OPTION PLAN
(Full title of the plans)
_________________________
Mike Conner
President, Trend Micro North American Operations
c/o Trend Micro, Inc.
10101 N. DeAnza Blvd., Suite 400
Cupertino, California 95014
(408) 257-1000
(Name, address and telephone number of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee
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Common Stock 195,419 shares (2) $ 42.79 (2) $ 8,361,979.01 $ 769.31
272,500 shares (3) $ 43.43 (3) $11,834,675.00 $1,088.79
31,424 shares (4) $ 43.43 (4) $ 1,364,744.32 $ 125.56
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(1) Plus such indeterminate number of additional shares as may be offered and
issued to prevent dilution resulting from stock splits or similar
transactions in accordance with Rule 416 under the Securities Act of 1933,
as amended.
(2) Relates to 1,109 out of the 4,955 warrants issued under the Trend Micro
Incorporated 2001 Incentive Plan. Each warrant represents the right to
purchase (Yen)1,000,000 in the aggregate purchase price of shares of the
Registrant's common stock. The proposed maximum offering price per share
was derived, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, from the price at which a warrant may be exercised, (Yen)5,675 per
share, translated into dollars based on an exchange rate of 132.65 yen per
dollar, which was the noon buying rate in New York City for cable transfers
in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York on April 3, 2002.
(3) Relates to 272,500 out of 713,500 options issued under the Trend Micro
Incorporated 2001 Stock Option Plan. Each option represents the right to
purchase one share of the Registrant's common stock. The proposed maximum
offering price per share was derived, pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, from the price at which a warrant may
be exercised, (Yen)5,760 per share, translated into dollars based on an
exchange rate of 132.65 yen per dollar, which was the noon buying rate in
New York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York on April 3, 2002.
(4) Relates to 181 out of the 1,475 warrants issued under the Trend Micro
Incorporated 2001 Incentive Plan. Each warrant represents the right to
purchase (Yen)1,000,000 in the aggregate purchase price of shares of the
Registrant's common stock. The proposed maximum offering price per share
was derived, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, from the price at which a warrant may be exercised, (Yen)5,760 per
share, translated into dollars based on an exchange rate of 132.65 yen per
dollar, which was the noon buying rate in New York City for cable transfers
in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York on April 3, 2002.
PART I
Item 1. PLAN INFORMATION
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE ANNUAL INFORMATION
All information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Trend Micro Incorporated (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
(File No. 1-7952) are incorporated herein by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2000(file no. 333-10486);
(b) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated August 8, 2001;
(c) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated October 22, 2001;
(d) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated October 29, 2001;
(e) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated October 30, 2001;
(f) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated January 25, 2002;
(g) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated February 13, 2002;
(h) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated March 29, 2002; and
(i) The Registrant's Report of Foreign Private Issuer on Form 6-K,
dated April 10, 2002.
In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Articles 254 and 280 of the Commercial Code of Japan (the "Commercial
Code") make the provisions of Section 10, Chapter 2, Book III of the Civil Code
of Japan applicable to the relationship between the Registrant and its directors
and statutory auditors, respectively. Section 10, among other things, provides
in effect that:
(1) Any director or statutory auditor of a company may demand advance
payment of expenses which are considered necessary for the management of the
affairs of such company entrusted to him;
(2) If a director or a statutory auditor of a company has defrayed any
expenses which are considered necessary for the management of the affairs of
such company entrusted to him, he may demand reimbursement therefor and interest
thereon after the date of payment from the company;
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(3) If a director or a statutory auditor has assumed an obligation
necessary for the management of the affairs entrusted to him, he may require the
company to perform it in his place or, if it is not due, to furnish adequate
security; and
(4) If a director or a statutory auditor, without any fault on his
part, sustains damage through the management of the affairs entrusted to him, he
may demand compensation therefor from the company.
The Registrant has entered into agreements with its directors and certain of its
executive officers that require the Registrant to indemnify such persons against
expenses (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred (including expenses of a derivative
action) in connection with any proceeding, whether actual or threatened, to
which any such person may be made a party by reason of the fact that such person
is or was a director or officer of the Registrant or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
Registrant. Indemnification may not be available for certain violations of U.S.
federal securities law or actions brought under Japanese law and may be
determined by the United States or Japanese courts to be unenforceable in such
circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 -- Articles of Incorporation of the Registrant (English
translation)
4.2 -- Share Handling Regulations of the Registrant (English
translation)
5.1 -- Opinion and consent of Mitsui, Yasuda, Wani & Maeda
23.1 -- Consent of PricewaterhouseCoopers
23.2 -- Consent of Mitsui, Yasuda, Wani & Maeda (included in Exhibit 5.1)
24.1 -- Power of Attorney (included in Part II of this Registration
Statement)
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Item 9. UNDERTAKINGS
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set
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forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
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the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15 (d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned Registrant hereby undertakes that, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on April 10, 2002.
Trend Micro Incorporated
By: /s/ Chang Ming-Jang
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Name: Chang Ming-Jang
Title: Representative Director;
President, Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Yuzuru Nanami and Hiroshi Takada, and
each of them, his attorneys-in-fact, each with the power of substitution for him
in any and all capacities, to sign any post-effective amendments to this
Registration Statement on Form S-8 and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
following capacities on April 10, 2002.
Name Title
---- -----
Representative Director; President,
Chief Executive Officer and Chairman
of the Board
/s/ Chang Ming-Jang (Principal Executive Officer)
---------------------------------
Chang Ming-Jang
Director, President of Trend
Micro North America Operations,
Senior Vice President
(Authorized Representative in the
/s/ Mike Conner United States)
---------------------------------
Mike Conner
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Name Title
---- -----
Representative Director, Chief
Financial Officer and Executive Vice
President (Principal Financial Officer
/s/ Mahendra Negi and Principal Accounting Officer)
---------------------------------
Mahendra Negi
/s/ Nick Dederer Director, Chief Operating Officer,
--------------------------------- Executive Vice President
Nick Dederer
Director, Chief Technology Officer and
--------------------------------- Executive Vice President
Chen Yi-Fen
--------------------------------- Director
Edward Tian
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 -- Articles of Incorporation of the Registrant (English translation)
4.2 -- Share Handling Regulations of the Registrant (English translation)
5.1 -- Opinion and consent of Mitsui, Yasuda, Wani & Maeda
23.1 -- Consent of PricewaterhouseCoopers
23.2 -- Consent of Mitsui, Yasuda, Wani & Maeda (included in Exhibit 5.1)
24.1 -- Power of Attorney (included in Part II of this Registration Statement)