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 June 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 of June 13, 2002 annoncing grant of stock option by share
options method.
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: June 14, 2002 By: /s/ Mahendra Negi
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Mahendra Negi
Representative Director;
Chief Financial Officer
and Executive Vice
President
Attachment 1
Press Release
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Notice of the Grant of Stock Option by Share Options Method
Tokyo, Japan - June 13, 2002 - Trend Micro Inc. (NASDAQ:TMIC, TSE:4704), a
worldwide leader in network antivirus and Internet content security solutions,
today adopted at the meeting of the Board of Directors the following resolutions
regarding Share Options to be issued without compensation pursuant to Article
280-20 and Article 280-21 of the Japanese Commercial Code. The issuance is
subject to the resolution of the extraordinary general shareholders' meeting of
the Company scheduled for September 12, 2002.
1. Purpose of issuing share options on favorable terms especially to a person
who is not an existing shareholder
The purpose of issuing share options on favorable terms to a person who is
not an existing shareholder is to introduce the stock option plan to directors,
employees, consultants and persons proposed to be employed as employees of the
Company and its subsidiaries, in order to give them an incentive to improve the
business performance of the Company, to strengthen the business development of
the Company considering the benefit of shareholders, and to enhance the
shareholder value.
2. Outline of share options
1) Class of shares subject to the exercise of share options
Common shares of the Company
2) Number of shares subject to the exercise of share options
The total number of shares shall be limited to a maximum of 2,000,000
shares.
In the event of a stock split or a reverse stock split by the Company, the
number of shares subject to the exercise of share options shall be adjusted by
the following formula, provided that only the number of shares subject to the
exercise of the share options that have not been exercised at the time of the
split shall be subject to the adjustments. All fractions of a share shall be
rounded down.
Number of shares after adjustment =
Number of shares before adjustment x Ratio of split
The Company may adjust the number of shares subject to the exercise of the
share options when the Company undergoes any merger or consolidation with any
other
company, becomes a complete parent company due to stock exchange with any other
company, or establishment split or absorption split.
3) Total number of share options to be issued
The number of share options to be issued shall be limited to a maximum of
4,000 units (500 shares subject to the exercise of share options per share
option. However, in the event of a stock split or a reverse stock split, the
same adjustment as described in 2) above is made.)
4) Issue value of share options
Issue value of each share option will be zero.
5) Amount of payment for shares upon exercise of share options
Amount of payment per share upon exercise of share options (The "Exercise
Price") shall be equal to the Tokyo Stock Exchange (TSE) closing price of the
regular shares dealings of the Company on the date of the granting of the share
options (or the closing price on the most recent day preceding such date unless
there is any dealing on the same day).
Provided, that if the above described closing price is below the average
of TSE closing price (including indicative price) of each day of the regular
dealings of the Company's common stock for thirty (30) business days, which
commences forty five (45) business days preceding the next day of the date of
granting share options (excluding the number of days in which there is no
closing price, and any fraction under 1 yen shall be rounded up), such average
shall be applied.
In the event of a stock split or a reverse stock split by the Company, the
Exercise Price shall be adjusted by the following formula, and any fraction
under 1 yen shall be rounded up.
Exercise Price after adjustment =
Exercise Price before adjustment x (1 / Ratio of split)
In the case where the issuance of shares is at a price below the fair
market value as allotment to shareholders, the Company shall adjust the Exercise
Price by the following formula, and any fraction under one yen shall be rounded
up.
Exercise Price after adjustment =
Exercise Price before adjustment x
(number of outstanding shares) + (number of newly issued shares x amount of
payment per share) / (share price before new issuance) /
(number of outstanding shares + number of increased shares by new issuance)
The Company may adjust the Exercise Price subject to the exercise of share
options when the Company enter into any merger or consolidation with any other
company, becomes a complete parent company due to stock exchange with any other
company, or establishment split or absorption split.
6) Exercise period of share options
The exercise period of the share options shall be from November 1, 2003 to
October 31, 2007.
7) Conditions of exercise of share options
(a) Only if a holder is in a position of director, auditor, employee or
consultant of the Company or its subsidiaries, may the share options
be exercised. Provided however that the board of directors of the
Company may decide, with justifiable reasons, not to impose this
condition with regard to an individual case.
(b) In the case of death of a holder, only during six (6) months after
the date of the death of the holder, may an heir of the holder
exercise the share options on behalf of the holder in accordance
with the prescribed procedures of the Company.
(c) If there is any provision that limits the exercise of share options
within the term set forth in 6) above in the "Share Options
Agreement" executed between the Company and directors, employees,
consultants, and persons proposed to be employed as employees to
whom the share options will be issued in accordance with the
resolution of general shareholders' meeting and board of directors,
a holder must exercise its share options in accordance with such
provision.
(d) The pledge or any other disposition of share options shall not be
approved.
(e) All other conditions shall be as set forth in "Share Options
Agreement". Upon granting share options, the Company may execute
"Share Options Agreement" with the content that enhances the
conditions set forth in the preceding items (a) through (d).
8) Reasons and conditions of extinguishment of share options
(a) The Company may extinguish the share options without compensation
when any joint venture agreement is approved in which the Company
becomes an dissolved company, or when a resolution concerning
approval of any share exchange agreement under which the Company
becomes a subsidiary of the other party thereof or a resolution
concerning share transfer is passed in the shareholders' meeting of
the Company.
(b) The Company may extinguish the share options without compensation
when a holder is not able to satisfy any condition described in 7)
(a), (b), (c) or (e), and, therefore, loses its right. In the case
where the Company is dissociated or ceases to exist, the Company may
conduct the above stated procedures concurrently, after the
termination of the exercise period of the share options.
9) Restriction of transfer of share options
Any transfer of share options shall require the approval by the board of
directors of the Company.
3. Conditions precedent
Regarding matters described above, it shall be subject to a resolution
"concerning issuance of share options as stock options to directors, employees
and consultants and persons proposed to be employed as employees of the Company
and its subsidiaries" in the extraordinary general meeting of shareholders
scheduled for September 12, 2002 as a condition precedent thereof.