As filed with the Securities and Exchange Commission on May 12, 2008
Registration Statement No. 333-108385      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
 
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
 
KABUSHIKI KAISHA ADVANTEST
(Exact Name of Registrant as Specified in Its Charter)
 
ADVANTEST CORPORATION
(Translation of Registrant’s name into English)

 
Japan
  
None
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)
 

Shin-Marunouchi Center Building
1-6-2 Marunouchi,
Chiyoda-ku, Tokyo 100-0005
Japan
(81-3) 3214-7500
(Address and Telephone Number of Principal Executive Offices)
 
 
THE ADVANTEST CORPORATION
INCENTIVE STOCK OPTION PLAN 2003
(Full Title of the Plan)

Advantest America Corporation (Holding Co.)
3201 Scott Boulevard
Santa Clara, California 95054
Attention: Corporate Secretary
(408) 988-7700
(Name, address and telephone number of agent for service)

With a copy to:
Masahisa Ikeda
Shearman & Sterling LLP
Fukoku Seimei Building
2-2 Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011
Japan
81-3-5251-1601

 
EXPLANATORY NOTE

Advantest Corporation (the “Registrant”) is hereby filing this Post-Effective Amendment No.1 to Registration Statement on Form S-8 filed on August 29, 2003 (File No. 333-108385) (the “Registration Statement”) to deregister certain shares of the Registrant’s common stock relating to options that were registered for issuance under the Advantest Corporation Incentive Stock Option Plan 2003 (the “Plan”).
 
The Registration Statement registered a total of 278,000 shares issuable pursuant to the Plan, including 139,000 shares that became available for issuance under the Plan as a result of the two for one stock split of shares of the Registrant's common stock conducted on October 1, 2006.
 
The Registration Statement is hereby amended to deregister the remaining unissued shares following the expiration of the awards under the Plan.
 
 
 
 
 
 
 
 
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chiyoda-ku, Tokyo of Japan on May 12, 2008.
 
         
 
Advantest Corporation
  
       
 
By:
         /s/ Yuichi Kurita
  
   
Name:
Yuichi Kurita
  
   
Title:
Director and Managing Executive Officer
  
 


 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the following capacities on May 12, 2008.
 
 
Name
  
Title
 
 
 
/s/ Shimpei Takeshita
  
Chairman of the Board
Shimpei Takeshita
    
 
 
 
/s/ Toshio Maruyama
  
President and CEO
(Principal Executive Officer)
Toshio Maruyama
    
 
 
 
 
  
 
Director
Naoyuki Akikusa
    
 
 
 
 
  
 
Director
Yasushige Hagio
    
 
 
 
/s/ Junji Nishiura
  
 
Director and Senior Executive Officer
Junji Nishiura
    
 
 
 
/s/ Hiroji Agata
  
 
Director and Senior Executive Officer
Hiroji Agata
    
 
 
 
/s/ Takashi Tokuno
  
 
Director and Senior Executive Officer
Takashi Tokuno
    
 
 
 
/s/ Hiroshi Tsukahara
  
Director and Managing Executive Officer
Hiroshi Tsukahara
    
 
 
 
/s/ Yuichi Kurita
  
Director and Managing Executive Officer
(Principal Financial Officer)
Yuichi Kurita
    


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