As filed with the Securities and Exchange Commission on July 23, 2007
Registration No. 333-10492
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO THE
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
TREND MICRO KABUSHIKI KAISHA
(Exact name of issuer of deposited securities as specified in its charter)
TREND MICRO INCORPORATED
(Translation of issuer's name into English)
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the form of amended and restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 2 to the Registration Statement which is incorporated herein by reference.
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 16 and 17
(iii) The collection and distribution of dividends
Articles number 4, 13, 14, 15 and 25
(iv) The transmission of notices, reports and proxy
Articles number 12, 16 and
(v) The sale or exercise of rights
Articles number 14, 15 and 16
(vi) The deposit or sale of securities resulting from
Articles number 13, 14 15, 16
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the
Articles number 21and 22
(viii) Rights of holders of Receipts to inspect the
Article number 12
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to transfer or
Articles number 2, 3, 4, 7, 9,
withdraw the underlying securities
15, 22, 23 and 25
(x) Limitation upon the liability of the depositary
Articles number 14, 19 and 22
3. Fees and Charges
Articles number 8 and 9
Public reports published by issuer
Article number 12
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Deposit Agreement dated as of July 15, 1999, as amended and restated as of June 27, 2001, as further amended and restated as of ____________, 2007, among Trend Micro Incorporated, The Bank of New York as Depositary, and all Owners and holders from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
Form of Letter Agreement among Trend Micro Incorporated and The Bank of New York relating to pre-release activities. Previously filed.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
Certification under Rule 466. Not Applicable.
Item - 4.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, July 23, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for common stock, without par value, of Trend Micro Incorporated.
The Bank of New York,
By: /s/ Donald Glock
Name: Donald Glock
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Trend Micro Incorporated has caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Tokyo, Japan on July 23, 2007.
Trend Micro Incorporated
/s/ Mahendra Negi
Representative Director, Chief Operating
Officer, Chief Financial Officer and
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on July 23, 2007.
/s/ Eva Chen
Representative Director; President and
Chief Executive Officer
(Principal Executive Officer and
Authorized U.S. Representative)
/s/ Steve Chang
Representative Director and Chairman
of the Board
/s/ Mahendra Negi
Representative Director; Chief Operating
Officer, Chief Financial Officer and Executive
(Principal Financial and Accounting Officer)
INDEX TO EXHIBITS
Form of Deposit Agreement dated as of July 15, 1999, as amended
and restated as of June 27, 2001, as further amended and restated
as of ____________, 2007, among Trend Micro Incorporated, The
Bank of New York as Depositary, and all Owners and holders
from time to time of American Depositary Receipts issued