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 September 2002
Trend Micro Incorporated
(Translation of registrant's name into English)
Odakyu Southern Tower, 10th Floor, 2-1, Yoyogi 2-chome,
Shibuya-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
--- ---
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
--- ---
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
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Table of Contents
1. Notice of Extraordinary General Meeting of Shareholders, dated
August 19, 2002.
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: September 6, 2002 By: /s/ Mahendra Negi
--------------------
Mahendra Negi
Representative Director;
Chief Financial Officer
and Executive Vice
President
Attachment No. 1
August 19, 2002
Dear Shareholders
Odakyu Southern Tower 20F, 2-1
Yoyogi 2-chome, Shibuya-ku, Tokyo, Japan
TREND MICRO INCORPORATED
President and Representative Director: Ming-Jang Chang
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Sirs and Madams
The Extraordinary General Meeting of Shareholders of us will be held as follows.
We hereby notify and request your attendance to the Meeting.
If you are unable to attend such meeting, we ask you to kindly review the
following Reference Material, and fill out the Voting Form enclosed herein with
your decision. Please also kindly return such Form to us with your seal
impression affixed.
1. Date: 10 a.m. on September 12, 2002 (Thursday)
2. Place: Century Room, B1 floor, Century Hyatt Tokyo,
7-2, Nishi-Shinjuku 2-chome, Shinjuku-ku, Tokyo, Japan
3. Purpose of the Meeting:
Resolution Matters:
Agenda 1: Amendment of the part of the Articles of Association
The brief explanation of the agenda is provided for in the "Reference
Materials for Voting" (from page 2 through page 5 ) below.
Agenda 2: Issuance of the stock acquisition rights as stock options to
directors, employees and advisors of us and our subsidiaries and to
employees scheduled to be employed
The brief explanation of the agenda is provided for in the "Reference
Materials for Voting" (from page 6 through page 8 ) below.
Upon your attendance to the meeting, we ask you to kindly submit the enclosed
Voting Form to the reception of the Meeting.
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REFERENCE MATERIAL FOR VOTING
1. Number of Voting Rights of all Shareholders: 264,754
2. Agenda and Reference Information:
Agenda 1: Amendment of the part of the Articles of Association:
1. Reason for Amendment
(1) In connection with establishment of the new system for stock
acquisition rights, and computerization of all documents relating to
companies pursuant to the enforcement of "The Law Amending a Part of
the Commercial Code (Law No. 128 of 2002)" on April 1, 2002, we
propose to delete Article 5-2 (Grant of Rights to Subscribe for New
Shares), Article 38 (Conversion of Convertible Bonds and Dividends or
Interim Dividends Thereon) in the current Articles of Association, and
propose to make necessary amendment of Article 10 (Record Date),
Article 14 (Exercise of Voting Rights by Proxy), Article 15 (Minutes),
Article 23 (Minutes of the Board of Directors), Article 32 (Minutes of
the Board of Corporate Auditors), Article 36 (Dividends) and Article
37 (Interim Dividends) in the current Articles of Association,
respectively.
(2) In connection with the extension of term of office of corporate
auditors pursuant to the enforcement of "The Law Amending a Part of
the Commercial Code and a Part of the Law Concerning Exception for
Commercial Code Concerning Audit of Joint Stock Company (Law No. 149
of 2001)", we propose to amend Article 28 (Term of Office of Corporate
Auditors) in the current Articles of Association. For your reference,
we propose to set forth in the supplementary provisions the terms of
office of the corporate auditors who have been in office before the
close of the annual general meeting of shareholders regarding fiscal
year ending December 2002, pursuant to Article 7 of the Supplementary
Provisions in the Amendment.
(3) With respect to Article 21 (Representative Directors) in the current
Articles of Association, we propose to delete the provision that the
representative director shall be elected from among the directors with
special titles
(4) We propose to changes in phraseology and clause number.
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2. Description of Amendment
-----------------------------
The description of amendment is set forth below.
(The amended parts are noted by underline)
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Current Articles of Association Proposed Amendment
----------------------------------------------------------------------------------------------------------------------
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Article 5-2 (Deleted)
-----------
(Grant of Rights to Subscribe for New Shares)
---------------------------------------------
The Company may grant the directors and
employees of the Company and of the
specified related corporations referred to
under Article 9, paragraph 1 of the Law
Regarding the Special Treatment in relation
to Revitalization of Industries the rights
to subscribe for new shares referred to
under Article 280-19 of the Commercial Code.
Article 10
Article 10 (Record Date)
(Record Date)
(1) The shareholders (including beneficial
(1) The shareholders (including beneficial shareholders, likewise hereinafter) appearing or
shareholders, likewise hereinafter) --
appearing in the register of electrically recorded in the register of
shareholders of the Company as of the ---------------------
last day of each fiscal year shall be shareholders of the Company as of the last day of
entitled to exercise their rights at each fiscal year shall be entitled to exercise
the ordinary general meeting of their rights at the ordinary general meeting of
shareholders relating to the relevant shareholders relating to the relevant accounts.
accounts.
(2) In addition to the preceding paragraph, (2) In addition to the preceding paragraph, the
the Company may, if necessary, determine the Company may, if necessary, determine the
shareholders or registered pledgees shareholders or registered pledgees appearing or
appearing in the register of shareholders ---
as of a certain date to be entitled to exercise electrically recorded in the register of
their rights by giving prior public ---------------------
notice in accordance with a resolution of the shareholders as of a certain date to be entitled to
Board of Directors. exercise their rights by giving prior public
notice in accordance with a resolution of the
Board of Directors.
Article 14 Article 14
(Exercise of Voting Rights by Proxy) (Exercise of Voting Rights by Proxy)
(1) A shareholder may exercise his/her voting rights (1) (as it is)
through a proxy who is also a shareholder of the
Company having voting rights.
(2) In case of the preceding paragraph, the proxy shall (2) In case of the preceding paragraph, the
be required to file with the Company a document ---
evidencing his/her authority each time he/she acts shareholder or the proxy shall be required to file
as proxy. --------------
with the Company a document evidencing his/her
authority each time he/she acts as proxy.
Article 15 Article 15
(Minutes) (Minutes)
The substance of proceedings at a general meeting of The substance of proceedings at a general meeting of
shareholders and the results thereof shall be recorded shareholders and the results thereof shall be
in the minutes of the meeting which shall bear the names recorded or electrically recorded in the minutes of
and seals of the chairman and the directors present thereat. ---------------------
the meeting which shall bear the names and seals or
electrical signature of the chairman and the
--------------------
directors present thereat.
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Article 21 Article 21
(Representative Directors) (Representative Directors)
(1) The President and Director shall (1) (as it is)
represent the Company and manage
the business of the Company.
(2) By resolution of the Board of (2) By resolution of the Board of
Directors, the Company may elect Directors, the Company may elect
the director who represents the the director who represents the
Company from among the directors Company.
------------------------
with special titles provided in
-------------------------------
the preceding Article.
---------------------
Article 23 Article 23
(Minutes of the Board of Directors) (Minutes of the Board of Directors)
The substance of proceedings at a The substance of proceedings at a
meeting of the Board of Directors and meeting of the Board of Directors and
the results thereof shall be recorded the results thereof shall be recorded
in the minutes of the meeting which or electrically recorded in the
shall bear the names and seals of the ------------------------
directors and corporate auditors minutes of the meeting which shall
present thereat. bear the names and seals or electrical
-------------
signature of the directors and
---------
corporate auditors present thereat.
Article 28 Article 28
(Term Of Office Of Corporate Auditors) (Term of Office of Corporate Auditors)
(1) The term of office of corporate (1) The term of office of corporate
auditors shall expire at the auditors shall expire at the
conclusion of the ordinary general conclusion of the ordinary
meeting of shareholders with general meeting of shareholders
respect to the last closing of with respect to the last closing
accounts within three (3) years of accounts within four (4) years
--------- --------
after their assumption of office. after their assumption of office.
(2) The term of office of any (2) (as it is)
corporate auditor elected to fill
a vacancy due to early retirement
shall be the same as the remainder
of the term of office of the
retired corporate auditor.
Article 32 Article 32
(Minutes of the Board of Corporate (Minutes of the Board of Corporate
Auditors) Auditors)
The substance of proceedings at a The substance of proceedings at a
meeting of the Board of Corporate meeting of the Board of Corporate
Auditors and the results thereof Auditors and the results thereof shall
shall be recorded in the minutes of be recorded or electrically recorded
the meeting which shall bear the ------------------------
names and seals of the corporate in the minutes of the meeting which
auditors present thereat. shall bear the names and seals or
--
electrical signature of the corporate
--------------------
auditors present thereat.
Article 36 Article 36
(Dividends) (Dividends)
Dividends of the Company shall be Dividends of the Company shall be
paid to shareholders or registered paid to shareholders or registered
pledgees appearing in the final pledgees appearing or electrically
register of shareholders of the ---------------
Company as of December 31 of each recorded in the final register of
year. --------
shareholders of the Company as of
December 31 of each year.
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Article 37 Article 37
(Interim Dividends) (Interim Dividends)
The Company may, upon resolution of the Board of The Company may, upon resolution of the Board of
Directors, make pecuniary distribution provided for in Directors, make pecuniary distribution provided
Article 293-5 of the Commercial Code (hereinafter for in Article 293-5 of the Commercial Code
referred to as the "interim dividends") to shareholders (hereinafter referred to as the "interim
or registered pledgees appearing in the final register dividends") to shareholders or registered
of shareholders of the Company as of June 30 of each pledgees appearing or electrically recorded in
------------------------
year. the final register of shareholders of the Company
as of June 30 of each year.
Article 38 (deleted)
----------
(Conversion of Convertible Bonds and
------------------------------------
Dividends or Interim Dividends Thereon)
---------------------------------------
The first dividends or interim dividends on shares
issued upon conversion of convertible bonds shall be
paid on an assumption that the conversion has taken
place on January 1 for claims made during a period from
January 1 through June 30 and on July 1 for claims made
during a period from July 1 through December 31.
Article 39 Article 38
-- --
(Prescription Period of Dividends) (Prescription Period of Dividends)
(omitted) (as it is)
(New Article) Supplementary Provision:
-----------------------
Notwithstanding the provisions of Article 28,
---------------------------------------------
"within four (4) years after their assumption of
------------------------------------------------
office" in the Article 28 shall be replaced into
------------------------------------------------
"within three (3) years after their assumption of
-------------------------------------------------
office" with respect to the corporate auditors
----------------------------------------------
who have been in office before the close of the
-----------------------------------------------
annual general meeting of shareholders regarding
------------------------------------------------
fiscal year ending December 2002; provided,
-------------------------------------------
however, that this supplementary provision shall
------------------------------------------------
be deleted upon the retirement of all such
------------------------------------------
corporate auditors.
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Agenda 2: Issuance of the stock acquisition rights as stock options to
directors, employees and advisors of us and our subsidiaries and to employees
scheduled to be employed:
We would kindly ask the approval of the Issuance of the stock acquisition
rights (the "Options") as stock options to directors, employees and
advisors of us and our subsidiaries and to employees scheduled to be
employed according to the following terms and conditions under the Article
280-20 and 280-21 of the Commercial Code.
1. Reason for the issuance of the Options to the persons other than the
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shareholders on especially favorable terms and conditions:
----------------------------------------------------------
In order to introduce a stock option plan targeting to directors,
employees and advisors of us and our subsidiaries and to employees
scheduled to be employed for the purpose to challenge or strengthen
their motivation and moral to the business performance of our group,
and to raise shareholder value by strengthening the business
development emphasizing shareholder's interests.
2. Terms and conditions of the Options
-----------------------------------
(1) Class of shares to be issued upon the exercise of the Options:
Ordinary shares of the Company
(2) Number of shares to be issued upon the exercise of the Options:
Up to 2,000,000 shares in aggregate
In case of stock split or consolidation, the number of shares to
be issued upon the exercise of the Options (the "Option Shares")
shall be adjusted using the following formula; provided, however,
that such adjustment shall be made only for the Options which
remain unexercised at that time, and any fractions less than one
(1) share resulting from such adjustment shall be disregarded.
Number of Shares = Number of Shares 1
x -------------------------
after Adjustment before Adjustment Split/Consolidation Ratio
In addition, in the event of succession of the Options resulting
from merger or amalgamation of the Company, stock exchange
resulting the Company in 100% controlling company and/or
split-off of the Company, then the Company may also adjust the
number of the Option Shares.
(3) Aggregate number of the Options to be issued:
Up to 4,000 in aggregate
The number of the Option Shares is 500 shares per one (1) Option;
provided, however, that in case of stock split or consolidation,
such number shall be adjusted according to clause (2) above.
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(4) Issue price of the Options:
No consideration
(5) Paid-in-price upon the exercise of the Options:
The paid-in-price upon the exercise of the Options (the
"Exercise Price") shall be the closing price of the shares
of the Company established through regular transactions
reported by the Tokyo Stock Exchange on the date when the
Options will be granted or the immediately preceding date of
such date if there is no trading on such date; provided,
however, that if such Exercise Price is less than the
average price (any fractions less than one (1) yen shall be
rounded up) of the daily closing prices of the shares of the
Company (including quotations) established through regular
transactions and reported by the Tokyo Stock Exchange for a
period of thirty (30) trading days (excluding any day on
which a closing price is not reported) commencing on the
forty fifth (45th) day prior to the immediately following
date when the Option will be granted, then the Exercise
Price shall be such average price.
In the event of stock split or consolidation, the Exercise
Price shall be adjusted using the following formula and any
fractions less than one (1) yen resulting from such
adjustment shall be rounded up.
Exercise Price Exercise Price 1
= x --------------------------
after Adjustment before Adjustment Split/Consolidation Ratio
In the event of issuance of shares at a subscription price
less than the market price through shareholder allocation,
then the Exercise Price shall be adjusted using the
following formula and any fraction less than one (1) yen
resulting from such adjustment shall be rounded up.
Number of Number of Shares Subscription
Exercise Exercise Shares issued newly issued x Price per share
+ -----------------------------------------------
Price after = Price before x and outstanding Share Price before new issue
--------------------------------------------------------------------
Adjustment Adjustment Number of Shares issued and Number of Shares newly
outstanding + issued
In addition, in the event of succession of the Options
resulting from merger or amalgamation of the Company, stock
exchange resulting the Company in 100% controlling company
and/or split-off of the Company, then the Company may also
adjust the number of the Option Shares.
(6) Exercise period of the Options:
From November 1, 2003 through October 31, 2007
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(7) Conditions on the exercise of the Options:
(a) Only the person having the Options (the "Optionee") who is
a director, corporate auditor, employee or advisor of the
Company or its subsidiary may exercise the Options unless
the board of directors of the Company approves it has valid
reason.
(b) In the event of death of the Optionee, then the
successor(s) of the Optionee may succeed the Options so
long as such successor makes necessary arrangement within
six (6) month of the Optionee's death; provided, however,
that no successor may exercise the succeeded Options unless
such successor exercises such succeeded Options within six
(6) month of the Optionee's death.
(c) If there is any provision restricting the exercise of the
Options for the period set forth in (6) above in the
"Agreement of Grant of Stock Acquisition Rights" to be
entered into between the Company and directors, employees
and advisors, and employees scheduled to be employed
according to the resolution of this shareholders' meeting
and board of directors, then the Optionees shall exercise
in accordance with such provisions.
(d) No Option may be disposed including, but not limited to,
pledge.
(e) Any other condition and restriction shall be provided for
in the "Agreement of Grant of Stock Acquisition Rights".
The Company may enter into the "Agreement of Grant of Stock
Acquisition Rights" with the conditions (a) through (d)
more restricting the Optionees.
(8) Events and conditions of cancellation of the Options:
(a) In the event of the approval of the contract of merger or
amalgamation resulting the Company in the defunct company,
or the approval by the meeting of shareholders of the
agenda with respect to the approval of the share transfer
or the contract of stock exchange resulting the Company in
100% controlling company, then the Company may cancel the
Options without any consideration.
(b) In the event that the Optionee does not satisfy the
conditions in sub-clause (a), (b), (c) or (e) of clause (7)
above and such Optionee forfeits the Options, then the
Company may cancel such Options without any consideration;
provided, however, that in this case, the Company may make
necessary arrangement for the cancellation in the block
after the end of the Exercise Period.
(9) Transfer restriction of the Options:
No Option may be transferred or assigned without approval of the
board of directors.
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