SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF
THE SECURITIES ACT OF 1934 OR ITS TERMINATION OF THE
DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-31238
|TREND MICRO KABUSHIKI KAISHA|
|(Exact name of registrant as specified in its charter)|
|TREND MICRO INCORPORATED|
|(Translation of registrants name into English)|
Shinjuku MAYNDS Tower
1-1, Yoyogi 2-chome
Shibuya-ku, Tokyo 151-0053, Japan
|(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)|
|(Title of each class of securities covered by this Form)|
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
(for equity securities)
(for successor registrants)
(for debt securities)
(for prior Form 15 filers)
Item 1. Exchange Act Reporting History
Trend Micro Kabushiki Kaisha (the Registrant) first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) on July 6, 1999, the date that its registration statement on Form F-1 (File No. 333-10486) (the Form F-1) was declared effective by the Securities and Exchange Commission (the Commission).
The Registrant has filed or submitted all reports required under Exchange Act section 13(a) and 15(d) and corresponding Commission rules for the 12 months preceding the filing of this Form and has filed at least one annual report under section 13(a).
Item 2. Recent United States Market Activity
The Registrants securities were last sold in the United States in a registered offering under the Securities Act of 1933 required to be disclosed under this Item in July 1999 pursuant to the Form F-1.
Item 3. Foreign Listing and Primary Trading Market
The Registrant has maintained a listing of its common stock on the Tokyo Stock Exchange (the TSE) in Tokyo, Japan. The TSE constitutes the primary trading market for the Registrants common stock.
The Registrants common stock was initially listed on the TSE on August 17, 2000. The Registrant has maintained a listing of its common stock on the TSE for at least the 12 months preceding the filing of this Form.
During the 12-month period beginning May 31, 2006 and ending May 31, 2007, 99.3889422% of trading in the Registrants common stock occurred in Japan. The trading market for the Registrants common stock in Japan is larger than the trading market for the Registrants common stock in the United States as of the same 12-month period.
Item 4. Comparative Trading Volume Data
The Registrant is relying on Rule 12h-6(a)(4)(i) and is using the 12-month period beginning May 31, 2006 and ending May 31, 2007 to meet the requirements of that rule provision.
During this 12-month period, the average daily trading volume (ADTV) of the Registrants common stock in the United States (including off-exchange and on-exchange transactions) was 5,760 shares and the ADTV of the Registrants common stock on a worldwide basis (not including off-exchange transactions) was 868,985 shares.
For the same 12-month period, the ADTV of the Registrants common stock in the United States as a percentage of the ADTV for the Registrants common stock on a worldwide basis was:
The Registrant delisted its common stock from The Nasdaq Stock Market LLC effective May 31, 2007. As of May 31, 2007, the ADTV of the Registrants common stock in the United States (including off-exchange and on exchange transactions) as a percentage of the ADTV for the Registrants common stock on a worldwide basis (not including off-exchange transactions) for the preceding 12-month period was:
The Registrant has not terminated a sponsored American depositary receipt facility regarding its common stock.
The source of the trading volume information used for determining whether the Registrant meets the requirements of Rule 12h-6 is Bloomberg L.P.
Item 5. Alternative Record Holder Information
Item 6. Debt Securities
Item 7. Notice Requirement
The Registrant published the noticed, required by Rule 12h-6(h), disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on April 26, 2007. The notice was disseminated in the United States through PR Newswire, a wire service. A copy of the notice was submitted to the Commission as Exhibit 2 to the Registrants Form 6-K submitted on April 26, 2007.
Item 8. Prior Form 15 Filers
Item 9. Rule 12g3-2(b) Exemption
The Registrant will publish the information required by Rule 12g3-2(b)(1)(iii) on its Internet Web site at http://us.trendmicro.com/us/about/financeinfo/index.html.
Item 10. Exhibits
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
|(1)||The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);|
|(2)||Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or|
|(3)||It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.|
Pursuant to the requirements of the Securities Exchange Act of 1934, Trend Micro Kabushiki Kaisha has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Trend Micro Kabushiki Kaisha certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
Dated: June 27, 2007
|TREND MICRO KABUSHIKI KAISHA|
Chief Operating Officer;
Chief Financial Officer;