As filed with the Securities and Exchange Commission on May 28, 2010
Registration Statement No. 333-132374
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 2005
(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 March 13, 2006 (File No. 333-132374) (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 2005 (the “Plan”).
The Registration Statement registered a total of 244,000 shares issuable pursuant to the Plan, including 122,000 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.
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 28, 2010.
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 28, 2010.
|
|
|
|
| |
|
|
| |
|
|
| /s/ Toshio Maruyama |
|
Chairman of the Board and Representative Director
|
|
Toshio Maruyama
|
|
|
| |
|
|
|
/s/ Haruo Matsuno
|
|
Representative Director, President and CEO
(Principal Executive Officer)
|
|
Haruo Matsuno
|
|
|
| |
|
Director
|
|
Naoyuki Akikusa
|
|
|
| |
|
Director
|
|
Yasushige Hagio
|
|
|
|
/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
|
|
|
| |
|
|
| /s/ Hiroyasu Sawai |
|
Director and Managing Executive Officer
|
|
Hiroyasu Sawai
|
|
|
| |
|
|
|
/s/ Shinichiro Kuroe
|
|
Director and Managing Executive Officer
|
|
Shinichiro Kuroe
|
|
|
| |
|
|
|
/s/ Hiroshi Nakamura
|
|
Managing Executive Officer
(Principal Accounting Officer)
|
|
Hiroshi Nakamura
|
|
|