U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-10486
For the Month of May 2003
Trend Micro Incorporated
(Translation of registrant’s name into English)
Odakyu Southern Tower, 10th Floor, 2-1, Yoyogi 2-chome,
Sibuya-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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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-
Information furnished on this form:
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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: |
May 23, 2003 |
By: |
/s/ MAHENDRA NEGI | |||||
| Mahendra Negi Representative Director, Chief Financial Officer and Executive Vice President | ||||||||
3
Trend Micro Announces Share Buyback Program
Pursuant to Commercial Code Article 210 relating to Acquisition of Treasury Stocks
Tokyo, Japan—April 28, 2003—Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today resolved at a meeting of its Board of Directors to repurchase its shares from the market.
| 1. | Repurchase period: April 30, 2003 to May 16, 2003 |
| 2. | Number of shares to be repurchased: Maximum of 500,000 shares |
| 3. | Aggregate cost: Maximum of 750,000,000 yen |
| 4. | Repurchase method: Transactions through the Tokyo Stock Exchange |
<Note>
At the Ordinary General Meeting of Shareholders held on March 26, 2003, the following was resolved:
| 1. | Class of shares to be repurchased: Common Stock of the Company |
| 2. | Total number of shares to be repurchased: Maximum of 2,500,000 shares |
| 3. | Total repurchase cost: Maximum of 5,000,000,000 yen |
About Trend Micro
Trend Micro, Inc. is a leader in network antivirus and Internet content security software and services. The Tokyo-based corporation has business units worldwide. Trend Micro products are sold through corporate and value-added resellers. For additional information and evaluation copies of all Trend Micro products, visit our Web site at http://www.trendmicro.com
For additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-5334-4899
Fax: +81-5334-4874
ir@trendmicro.co.jp
Trend Micro Announces Results of Share Buyback
Tokyo, Japan—May 16, 2003—Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today announced the results of share buyback pursuant to Article 210 of the Japanese Commercial Code. The share buyback program was approved pursuant to a resolution of a meeting of its Board of Directors held on April 28, 2003.
| 1. | Repurchase period: April 30, 2003 through May 16, 2003 |
| 2. | Number of shares repurchased: 185,000 shares |
| 3. | Aggregate cost of shares repurchased: 275,048,500 yen |
<Note>
| 1. | At the 14th Ordinary General Meeting of Shareholders on March 26, 2003, the following was resolved: |
Number of shares to be repurchased: Maximum of 2,500,000 shares
Aggregate cost: Maximum of 5,000,000,000 yen
| 2. | After the 14th Ordinary General Meeting of Shareholders on March 26, 2003, the Company has repurchased its shares as follows: |
Aggregate number of shares repurchased: 185,000 shares
Aggregate cost: 275,048,500 yen
About Trend Micro
Trend Micro, Inc. is a leader in network antivirus and Internet content security software and services. The Tokyo-based corporation has business units worldwide. Trend Micro products are sold through corporate and value-added resellers. For additional information and evaluation copies of all Trend Micro products, visit our website at www.trendmicro.com.
For additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-5334-4899
Fax: +81-5334-4874
ir@trendmicro.co.jp
Trend Micro Notice relating to Allocation of Stock Options
(Stock Acquisition Rights)
Tokyo, Japan—May 20, 2003—Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today resolved at a meeting of its Board of Directors the details of stock acquisition rights to be issued as stock options (the “Stock Acquisition Rights) pursuant to Article 280-20 and 280-21 of the Commercial Code of Japan and the resolution at the 14th ordinary general meeting of shareholders on March 26, 2003.
| 1. | Issue date of stock acquisition rights: |
May 28, 2003
| 2. | Number of stock acquisition rights to be issued: |
5,000 (The number of shares to be issued upon exercise of each Stock Acquisition Right is 500)
| 3. | Class of shares subject to the exercise of stock acquisition rights: |
Common shares of the Company
| 4. | Issue price of stock acquisition rights: |
None
| 5. | Amount to be paid upon exercise of stock acquisition rights (exercise price): |
To be decided on May 28, 2003
| 6. | Aggregated amount to be issued or transferred upon exercise stock acquisition rights: |
To be decided on May 28, 2003
| 7. | Amount to be accounted for as stated capital: |
The amount to be accounted for as stated capital shall mean an amount obtained by multiplying the exercise price (to be decided on May 28, 2003) by 0.5, with any fraction amounts to be rounded up to a full yen.
| 8. | Individuals who will be allotted the stock acquisition rights: |
The directors and employees of the Company and its affiliates, totally 1,289 persons
About Trend Micro
Trend Micro, Inc. is a leader in network antivirus and Internet content security software and services. The Tokyo-based corporation has business units worldwide. Trend Micro products are sold through corporate and value-added resellers. For additional information and evaluation copies of all Trend Micro products, visit our website at www.trendmicro.com.
For additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-5334-4899
Fax: +81-5334-4874
ir@trendmicro.co.jp
Trend Micro Announces Share Buyback Program
Pursuant to Commercial Code Article 210 relating to Acquisition of Treasury Stocks
Tokyo, Japan—May 20, 2003—Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today resolved at a meeting of its Board of Directors to repurchase its shares from the market.
| 1. | Repurchase period: May 29, 2003 to June 23, 2003 |
| 2. | Number of shares to be repurchased: Maximum of 500,000 shares |
| 3. | Aggregate cost: Maximum of 850,000,000 yen |
| 4. | Repurchase method: Transactions through the Tokyo Stock Exchange |
<Note>
| 1. | At the14th Ordinary General Meeting of Shareholders on March 26, 2003, the following was resolved: |
Number of shares to be repurchased: Maximum of 2,500,000 shares
Aggregate cost: Maximum of 5,000,000,000 yen
| 2. | After the 14th Ordinary General Meeting of Shareholders on March 26, 2003, the Company has repurchased its shares as follows: |
Aggregate number of shares repurchased: 185,000 shares
Aggregate cost: 275,048,500 yen
About Trend Micro
Trend Micro, Inc. is a leader in network antivirus and Internet content security software and services. The Tokyo-based corporation has business units worldwide. Trend Micro products are sold through corporate and value-added resellers. For additional information and evaluation copies of all Trend Micro products, visit our website at www.trendmicro.com.
For additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-5334-4899
Fax: +81-5334-4874
ir@trendmicro.co.jp
ON TREASURY SHARES
(Pursuant to Section 1, Article 24-6 of the Securities and Exchange Law of Japan)
| Reporting Period: |
From |
April 1, 2003 | ||
| To |
April 30, 2003 |
TREND MICRO INCORPORATED
(941272)
Purchase Report on Treasury Shares
(Pursuant to Section 1, Article 24-6 of the Securities and Exchange Law of Japan)
| Reporting Period: |
From |
April 1, 2003 | ||
| To |
April 30, 2003 |
To: Director General of Kanto Local Finance Bureau
Filed on May 9, 2003
| Corporate Name |
Trend Micro Incorporated | |
| Title and Name of Representative |
President and Representative Director: Chang Ming-Jang | |
| Location of the Registered Office |
Odakyu Southern Tower 10F, 2-1, Yoyogi 2-chome, Shibuya-ku, Tokyo, Japan | |
| Phone: 03-5334-3600 | ||
| Liaison Contact |
Treasurer and Accountant Manager: Ryo Masaki | |
| Place to Contact |
Odakyu Southern Tower 10F, 2-1, Yoyogi 2-chome, Shibuya-ku, Tokyo, Japan | |
| Phone: 03-5334-3600 | ||
| Liaison Contact |
Treasurer and Accountant Manager: Ryo Masaki | |
Place at which copies of the Annual Securities Report is Offered for Public Inspection
| Name |
Location | |
| Tokyo Stock Exchange |
2-1, Kabuto-cho, Nihonbashi, Chuo-ku, Tokyo, Japan |
Class of Shares: Ordinary Shares
| 1. | Description of Purchase |
| (1) | Description of Purchase according to the Resolution by the General Meeting of Shareholders |
(As of April 30, 2003)
| Segment |
Number of Shares |
Total Amount |
Remarks | |||||
| Description of the Resolution on the General Meeting of Shareholders (Resolution on March 26, 2002) |
2,500,000 shares |
JPY 5,000,000,000 |
Note | |||||
| Number of Treasury Shares purchased for the Reporting Period (Date of Purchase) |
April 30 |
25,000 shares |
JPY 36,252,000 |
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| Total |
25,000 shares |
JPY 36,252,000 |
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| Total Number of Treasury Shares purchased by the End of the Reporting Month |
25,000 shares |
JPY 36,252,000 |
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| Progress of Purchase of Treasury Shares |
1.0% |
0.7% |
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| Note: | It is 1.89% of the ratio of (i) the total number of shares resolved pursuant to Section 1 of Article 210 of the Commercial Code of Japan at the general meeting of shareholders to (ii) the total number of shares issued and outstanding as at the date when such general meeting was closed. |
| (2) | Description of Purchase from the Subsidiaries |
Not applicable
| (3) | Description of Purchase for Cancellation by using Revaluation Excess |
Not applicable
| 2. | Description of Disposition |
Not applicable
| 3. | Description of Holding |
(As of April 30, 2003)
| Segment |
Number of Shares |
Remarks | ||
| Total Number of Shares issued and outstanding |
132,503,417 shares |
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| Number of Treasury Shares held |
1,117,035 shares |
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| Number of Treasury Shares held for Cancellation by using Revaluation Excess |
0 shares |