FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 333-10486
For the Month of May 2001
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
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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
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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:
Table of Contents
1. Trend Micro Notice of Pricing Information as to the Seventh Unsecured Bonds
with Subscription Warrants and Secondary Offering of Subscription Warrants
and Notice of Grant of Stock Option
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, 2001 By: /s/ Chang Ming-Jang
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Chang Ming-Jang
Representative Director;
President, Chief Executive
Officer and Chairman of the
Board
Immediate Release
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Trend Micro Notice of Pricing Information as to the Seventh Unsecured Bonds with
Subscription Warrants and Secondary Offering of Subscription Warrants and Notice
of Grant of Stock Option
Tokyo, Japan - May 16, 2001 - Trend Micro Inc. (NASDAQ:TMIC, Tokyo TSE:4704), a
leading provider of antivirus and Internet content security software, today
resolved on certain conditions for the subscription warrants in connection with
the issuance of the bonds with subscription warrants at the meeting of its Board
of Directors held on May 8, 2001. The Company also resolved on the issue price
and other conditions in connection with the grant of stock option which was
resolved at the 12th ordinary general meeting of its shareholders held on March
27, 2001 and at the meeting of its Board of Directors held on May 8, 2001. This
stock option is to be granted by means of subscription rights for new shares of
the Company, pursuant to Article 280-19 of the Commercial Code of Japan, to
certain directors and employees of the Company and its subsidiaries qualifying
for the special related business as defined in Paragraph 1 of Article 9 of the
Corporate Rehabilitation Law of Japan.
I. Conditions for Exercise of Subscription Warrants
------------------------------------------------
1. Conditions for exercise of subscription warrants (Exercise Price):
(Y)5,760 per share
. Date on which the Exercise Price is calculated and decided: May 16,
2001
. Closing price per share of the shares of common stock of the Company
on the Tokyo Stock Exchange on the above-mentioned date:
(Y)5,760 per share
. Upward difference (percentage) between the Exercise Price and the
closing price, which is calculated by the formula --
Exercise Price
---------------------- - 1 x 100:
Closing Price
0.00%
2. Amount to be transferred to stated capital:
(Y)2,880 per share
3. Price for the offering of the subscription warrants:
(Y)10.65 per the face value of(Y)100
4. Price for the offering of the portion after detaching the subscription
warrants from the bonds with subscription warrants:
(Y)100 per the face value of(Y)100
5. Interest rate for the bonds:
1.50% per annum
6. Period during which applications will be accepted:
From May 17, 2001 through May 31, 2001
II. Conditions of Secondary Offering of Subscription Warrants
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1. Number of certificates to be sold
1,420
2. Aggregate offering prices
(Y)151.23 million
3. Number of certificates to be sold by seller
Seller: Trend Micro Incorporated
Number: 1,420
4. Offering price per certificate:
(Y)106,500
5. Period during which applications will be accepted
From May 17, 2001 through May 31, 2001
[For your information]
(1) Date of resolution:
May 8, 2001
(2) Date of payment:
June 4, 2001
(3) Date of delivery of certificates representing subscription warrants:
June 5, 2001
III. Conditions for Grant of Stock Option by Means of Subscription Rights
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1. Issue price per share of shares to be issued upon exercise of the
subscription rights:
(Y)5,760 per share (This is the closing price per share of the shares of
common stock of the Company as reported by the Tokyo Stock Exchange on the
day on which the subscription rights were granted.)
2. Amount to be transferred to stated capital:
(Y)2,880 per share (The amount to be transferred to stated capital shall
mean an amount obtained by multiplying the above-mentioned issue price by
0.5, with any fraction of one yen occurring as a result of such calculation
to be rounded up to a full yen.)
3. Date of grant of the subscription rights:
May 16, 2001
4. Number of shares to be issued upon exercise of the subscription rights
713,500 shares in total (If the Company issues new shares of its common
stock for consideration less than the current market price, the number of
shares to be issued upon exercise of the subscription rights shall be
adjusted.)
5. Period during which the subscription rights are exercisable:
From April 1, 2002 to March 31, 2009
About Trend Micro, Inc.
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 directly,
through corporate, value-added resellers and managed service
providers. For additional information and evaluation copies of all
Trend Micro products, visit our website, (http://www.antivirus.com)
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For additional information contact:
Mr.Mahendra Negi
Vice President of Administration
phone: +81-3-5334-3635
fax: +81-3-5334-3653
ir@trendmicro.co.jp