Japan
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
Large
accelerated filer
|
x
|
Accelerated
filer
|
□
|
||
Non-accelerated
filer
|
□
|
Smaller
reporting company
|
□
|
Title
of Securities to be
Registered
(1)
|
Amount
to be
Registered
|
Proposed
Maximum Offering Price per Share (3) |
Proposed
Maximum Aggregate Offering Price |
Amount
of
Registration
Fee
|
Common
Stock of Registrant (2)
|
18,000
|
$20.42
|
$367,560
|
$26.21
|
Common
Stock of Registrant (2)
|
30,000
|
$24.82
|
$744,600
|
$53.09
|
Total
|
48,000
|
$1,112,160 | $79.30 |
|
(1)
|
Each
share of the Registrant’s common stock (the “Common
Stock”) issuable in the United States pursuant to the Rules of the
Advantest Corporation Incentive Stock Option Plan 2009 (the “2009 Plan”)
and the Rules of the Advantest Corporation Incentive Stock Option Plan
2010 (the “2010 Plan”) (collectively, the “Plans”)
will be represented by one (1) American Depositary Shares (“ADSs”)
on deposit with JPMorgan Chase Bank (formerly known as Morgan Guaranty
Trust Company of New York), as depositary bank (the “Depositary”). Each
ADS will be evidenced by one (1) American Depositary Receipt issued by the
Depositary. A separate registration statement on Form F-6
(Registration No. 333-13886) was filed with the Securities and Exchange
Commission (the “Commission”)
on September 5, 2001 (as subsequently amended on Form F-6 POS filed with
the Commission on September 12, 2006), for the registration of ADSs
issuable upon deposit of shares of Common
Stock.
|
|
(2)
|
This
registration statement on Form S-8 (this “Registration Statement”)
registers an aggregate of (i) 18,000 shares of Common Stock available for
issuance under the 2009 Plan and (ii) 30,000 shares of Common Stock
available for issuance under the 2010 Plan. Pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the “Securities
Act”), there is also being registered such number of additional
shares of Common Stock that may become available for issuance under the
Plans in the event of certain changes in the outstanding shares of Common
Stock, including reorganizations, mergers, recapitalizations,
restructurings, stock dividends, stock splits, reverse stock splits and
reclassifications.
|
|
(3)
|
Pursuant
to Rule 457(h) under the Securities Act, the Proposed Maximum Offering
Price Per Share and the Proposed Maximum Aggregate Offering Price for the
shares of Common Stock subject to currently outstanding options are based
on the per share exercise price of the options. The per share
exercise price is (i) 1,844 Yen for the 18,000 shares under the 2009 Plan
and (ii) 2,089 Yen for the 30,000 shares under the 2010
Plan. For purposes of calculating the filing fee, the exercise
price has been converted to U.S. Dollars using the Yen rate released by
the Federal Reserve Board for September 11, 2009 for options granted
under the 2009 Plan and the Yen rate published in the Wall Street Journal
on September 27, 2010 for options granted under the 2010
Plan.
|
|
(i)
|
the
Registrant’s Annual Report on Form 20-F filed with the Commission on June
25, 2010;
|
|
(ii)
|
the
description of the American Depository Shares of the Registrant contained
in the Registrant’s Registration Statement on Form 20-F filed with the
Commission on September 4, 2001;
and
|
|
(iii)
|
all
other reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
since March 31, 2010.
|
Item
4.
|
Description
of Securities.
|
Item
5.
|
Interests
of Named Experts and
Counsel.
|
|
(1)
|
Any
director or corporate auditor of a company may demand advance payment of
expenses which are considered necessary for the management of the affairs
of such company entrusted to such director or corporate
auditor;
|
|
(2)
|
If
a director or corporate auditor of a company has defrayed any expenses
which are considered necessary for the management of the affairs of such
company entrusted to such director or corporate auditor, the director or
corporate auditor may demand reimbursement therefor and interest thereon
after the date of payment from the
company;
|
|
(3)
|
If
a director or corporate auditor has assumed an obligation necessary for
the management of affairs entrusted to such director or corporate auditor,
the director or corporate auditor may require the company to perform it in
such director’s or corporate auditor’s place or, if it is not due, to
furnish adequate security; and
|
|
(4)
|
If
a director or corporate auditor, without any fault on such director’s or
corporate auditor’s part, sustains damage through the management of the
affairs entrusted to such director or corporate auditor, the director or
corporate auditor may demand compensation therefor from the
company.
|
Item
7.
|
Exemption
from Registration Claimed.
|
Item
8.
|
Exhibits.
|
Item
9.
|
Undertakings.
|
(a)
|
The
undersigned Registrant hereby
undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof; and
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
ADVANTEST
CORPORATION
|
||||
By:
|
/s/ Yuichi
Kurita
|
|||
Name:
|
Yuichi
Kurita
|
|||
Title:
|
Director
and Senior Executive Officer
|
Signature
|
Capacity
|
|
/s/
Toshio
Maruyama
|
|
|
Toshio
Maruyama
|
Chairman of the Board and Representative Director | |
/s/
Haruo
Matsuno
|
|
|
Haruo
Matsuno
|
Representative
Director, President and CEO
(Principal
Executive Officer)
|
|
Naoyuki Akikusa | Director | |
Yasushige Hagio | Director | |
/s/
Yuichi Kurita
|
||
Yuichi Kurita | Director
and Managing Executive Officer
(Principal
Financial Officer)
|
|
/s/
Hiroshi Tsukahara
|
||
Hiroshi Tsukahara | Director and Mananging Executive Officer | |
/s/
Hiroyasu
Sawai
|
||
Hiroyasu
Sawai
|
Director
and Managing Executive Officer
|
|
/s/
Shinichiro
Kuroe
|
|
|
Shinichiro
Kuroe
|
Director
and Managing Executive Officer
|
|
/s/
Hiroshi
Nakamura
|
||
Hiroshi
Nakamura
|
Managing
Executive Officer
(Principal
Accounting Officer)
|
Advantest
America Corporation (Holding Co.)
|
||||
By:
|
/s/
Keith
Hardwick
|
|||
Name:
|
Keith
Hardwick
|
|||
Title:
|
Corporate
Secretary
|
Exhibit
Number
|
Description
|
4.1
|
Amended
and Restated Articles of Incorporation of the Registrant (English
Translation) (incorporated by reference herein to the Registrant’s Report
on Form 20-F (No. 001-15236), filed June 26, 2009).
|
4.2
|
Regulations
of the Board of Directors of the Registrant (English Translation)
(incorporated by reference herein to the Registrant’s Annual Report on
Form 20-F (No. 001-15236), filed June 26,
2008).
|
4.3
|
Share
Handling Regulations of the Registrant (English Translation) (incorporated
by reference herein to the Registrant’s Annual Report on
Form 20-F (No. 001-15236), filed June 26,
2009).
|
4.4
|
Form
of Deposit Agreement, dated as of September 14, 2001, among Advantest
Corporation, JPMorgan Chase Bank (formerly known as Morgan Guaranty Trust
Company of New York), as depositary, and all holders from time to time of
American Depositary Receipts issued thereunder, including the form of
American Depositary Receipt attached thereto as Exhibit A (incorporated by
reference herein to Exhibit A to the Registrant’s Registration Statement
on Form F-6 (Registration No. 333-13886)).
|
4.5
|
Form
of Amendment No. 1 to Deposit Agreement, among Advantest Corporation, JP
Morgan Chase Bank, as depositary, and holders from time to time of
American Depositary Receipts, including the form of American Depositary
Receipt attached thereto as Exhibit (a)(2) (incorporated by reference
herein to the Post Effective Amendment to the Registrant’s Registration
Statement on Form F-6 (No. 333-13886) filed September 12,
2006).
|
4.6*
|
Rules
of the Advantest Corporation Incentive Stock Option Plan
2010.
|
4.7
|
Rules
of the Advantest Corporation Incentive Stock Option Plan 2009
(incorporated by reference herein to Exhibit 4.6 of the Registrant’s
Registration Statement on Form S-8 (No. 333-161977) filed September 18,
2009).
|
5*
|
Opinion
of Nishimura & Asahi regarding the legality of securities being
offered hereby.
|
23.1*
|
Consent
of Ernst & Young ShinNihon LLC.
|
23.2*
|
Consent
of Nishimura & Asahi (contained in Exhibit 5).
|
24*
|
Powers
of Attorney (included on signature page to this Registration
Statement).
|