FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 333-10486
For the Month of April 2002
Trend Micro Incorporated
(Translation of registrant's name into English)
Odakyu Southern Tower, 10th Floor, 2-1, Yoyogi 2-chome,
Sibuya-ku, Tokyo 151-8583, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F ____
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-__________
Information furnished on this form:
Table of Contents
1. Press release dated April 19, 2002 announcing results for the first quarter
ended March 31, 2002.
2. Press release of April 22 announcing resolution to repurchase common stock.
SIGNATURE
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.
Trend Micro Incorporated
Date: April 24, 2002 By: /s/ Mahendra Negi
-------------------
Mahendra Negi
Representative Director;
Chief Financial Officer
and Executive Vice
President
Attachment 1
TREND MICRO ANNOUNCES RECORD FIRST QUARTER CONSOLIDATED RESULTS
Sales grow 47% YoY and ordinary income rises 36% in 1Q 2002
Tokyo, Japan - April 19, 2002 - Trend Micro Inc. (TSE: 4704; Nasdaq: TMIC),
a worldwide leader in network antivirus and Internet content security
solutions, reported consolidated net sales of 9,752 million yen, or US $
75,02 million, and ordinary income of 3,068 million yen, or US $23,60
million, for the first quarter of fiscal 2002, ended March 31, 2002. The
figures reflect gains of 47.2% in sales and 36.3% in ordinary income
compared with the same period a year ago. (Exchange rate 1US$ = 130 JPY)
1. Consolidated Unaudited Results of Operations for First Quarter Ending
March 31, 2002 (Japanese GAAP)
*Figures for the first quarter of 2002 and 2001 are not audited, and
figures in US$ are just pro forma, exchanged by rate: 1US$=130JPY.
(1) Consolidated Results of Operations
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2002 2001
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Current first quarter Previous first quarter Growth
From January 1, 2002 From January 1, 2001 Rate
To March 31, 2002 To March 31,2001
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Millions of yen Millions of US$ Millions of yen Millions of US$ %
Sales 9,752 75.02 6,626 50.97 47.2
Cost of sales 596 4.59 395 3.04 50.8
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Gross profit 9,156 70.43 6,230 47.93 46.9
Selling, general and
administrative expenses 6,125 47.12 4,226 32.51 44.9
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Operating income 3,030 23.31 2,004 15.42 51.2
Non-operating income 119 0.92 458 3.53 -73.9
Non-operating expense 79 0.61 210 1.62 -62.2
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Ordinary income 3,070 23.62 2,252 17.33 36.3
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Unusual gains - -
Unusual losses 2 0.02
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Income before taxes 3,068 23.60
Corporate, inhabitant
and enterprise tax 1,365
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Net income 1,702 13.10
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Trend Micro has begun reporting its income before taxes and net
income in this first quarter of 2002.
Figures for Trend Micro's income before taxes and net income for the first
quarter of 2001 are not available.
(2) Geographic segment information
Sales to third parties
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2002 2001
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Current first quarter Previous first quarter
From January 1, 2002 From January 1, 2001
To March 31,2002 To March 31,2001
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Millions of yen Millions of US$ Millions of yen Millions of US$
Japan 3,967 30.52 2,619 20.15
North America 2,412 18.56 2,003 15.41
Europe 2,194 16.88 1,340 10.31
Asia and Oceania 892 6.87 480 3.69
Others 284 2.19 182 1.40
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Total 9,752 75.02 6,626 50.97
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1. Classification of countries and regions is based on geographical
proximity.
2. Classification of countries and regions into each geographic
segment.
North America : U.S.A.
Europe : Italy, Germany, France, UK
Asia and Oceania : Taiwan, Korea, Australia, Hong Kong,
Malaysia, New Zealand, China
Others : Brazil, Mexico
(3) Basis of consolidation
The number of consolidated subsidiaries 16 (16 in overseas)
The number of unconsolidated subsidiaries -
(4) Increase (Decrease) of major assets and liabilities
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As of March 31, 2002 Increase As of December 31, 2001
(Decrease)
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(Assets) Millions of Millions Millions Millions Millions Millions of
yen of US$ of yen of US$ of yen US$
Cash and bank deposits 43,067 331.29 2,214 17.04 40,853 314.26
Notes and accounts receivable, trade 10,180 78.31 -2,100 16.16 12,280 94.47
Investments in securities 2,917 22.45 388 3.00 2,529 19.45
(Liabilities)
Deferred revenue
(Total of short and long term) 11,222 86.33 963 7.41 10,259 78.92
Bonds(Total of short and long term) 14,500 111.54 0 0 14,500 111.54
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In order for the warrants to be granted or transferred to the
directors and certain employees of the Company and the directors and certain
employees of an affiliated company, the Company issued unsecured bonds with
detachable warrants. Under section 341-8-4 of the Japanese Commercial Code,
the redemption and retirement of these bonds are restricted when the total
amount of the bonds is less than the total amount of the issue price of the
stocks from unexecuted warrants. To reduce interest costs, the Company
repurchased some of the issued bonds after warrants were detached. Based on
the above reason, the Company intends to hold the treasury bonds until they
can be retired legally which is substantially the same as redemption. Thus,
bonds and treasury bonds (6,800 millions of yen as of March 31, 2002 and as
of December 31,2001 respectively) are disclosed in net amount in the balance
sheet.
2. Projected consolidated earnings
(1) Projected earnings for the current fiscal year (January 1, 2002 through
December 31, 2002)
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Sales Ordinary income Net income
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Millions of yen Millions of yen Millions of yen
(Millions of US$*) (Millions of US$*) (Millions of US$*)
FY 2002 40,000 13,000 7,300
(307.69) (100.00) (53.15)
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(2) Projected earnings for the next quarter (April 1, 2002 through June 30,
2002)
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Sales Ordinary income Net income
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Millions of yen Millions of yen Millions of yen
(Millions of US$*) (Millions of US$*) (Millions of US$*)
2nd Qtr 9,800 - 10,300 2,450 - 2,750 1,350 - 1,550
(75.38 - 79.23) (18.85 - 21.15) (10.38 - 11.92)
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*Exchange rate : 1US$=130JPY
The business environment of the Trend Micro Group may change
significantly and rapidly. Therefore, the Company has decided to disclose
projected earnings range on a quarterly basis, but the actual earnings may
deviate from the projection.
Notice Regarding Forward Looking Statements
These forward-looking statements include statements regarding our expectations
about our earnings for the fiscal year ending December 31, 2002. Many important
factors could cause our actual results to differ materially from those expressed
in our forward-looking statements. These factors include:
Customer acceptance of our new products and services
The impact of competing products and services
Difficulties in adapting our products and services to the Internet
Difficulties in addressing new virus and other computer security problems
The potential lack of attractive investment targets and difficulties
unsuccessfully executing our investment strategy
Declining prices for our products and services
We assume no obligation to update any forward-looking statements. For more
details regarding risk factors relating to our future performance, please refer
to our filings with the SEC including our annual report on Form 20-F which was
filed on June 29, 2001.
About Trend Micro
Trend Micro Inc. is a leader in network antivirus and Internet content security
software and services. The Tokyo-based corporation has its North American
headquarters in Cupertino, CA and business units worldwide. Trend Micro products
are sold directly, through corporate, value-added resellers and managed service
providers. For additional information and evaluation copies of all Trend Micro
products, visit www.antivirus.com or www.trendmicro.com or call (800) 228-5651
in North America.
For additional information:
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
phone: +81-3-5334-4899
fax: +81-3-5334-4874
ir@trendmicro.co.jp
Attachment 2
Trend Micro Announces Resolution of Repurchase
of the Company's Common Stock
(pursuant to Commercial Code Article 210 relating
to Acquisition of Treasury Stocks)
This is to give notice that, pursuant to the resolution passed at the
meeting of the Board of Directors of Trend Micro Incorporated (the "Company")
held on February 21, 2002, the "matter relating to the repurchase of the
Company's common stock" in accordance with Article 210 of the Commercial Code
was presented to the Ordinary General Meeting of Shareholders which was held on
March 26, 2002, and was approved. The key terms of the matter approved are set
forth below.
Between the end of the Ordinary General Meeting of Shareholders and
today, the Company has not repurchased any shares of its common stock. Prior to
any actual repurchase of such common stock, the Company's Board of Directors
will resolve on such key terms as the number of shares to be repurchased and the
aggregate repurchase price, and such terms will be publicly announced.
1. Purpose of repurchase:
To allow the Company to implement flexible management of capital
2. Details of repurchase
(a) Type of shares to be repurchased: Common Stock of the Company
(b) Total number of shares to be maximum of 5,000,000 shares
repurchased: (3.78% of total outstanding shares)
(c) Total repurchase cost: maximum of (Yen)5,700,000,000
About Trend Micro
Trend Micro Inc. is a leader in network antivirus and Internet content security
software and services. The Tokyo-based corporation has its North American
headquarters in Cupertino, CA and business units worldwide. Trend Micro products
are sold directly, through corporate, value-added resellers and managed service
providers. For additional information and evaluation copies of all Trend Micro
products, visit www.antivirus.com or www.trendmicro.com or call (800) 228-5651
in North America.
For additional information:
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
phone: +81-3-5334-4899
fax: +81-3-5334-4874
ir@trendmicro.co.jp