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)
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Japan
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None
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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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.
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.
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Advantest
Corporation
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By:
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/s/ Yuichi Kurita
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Name:
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Yuichi
Kurita
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Title:
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Director
and Managing Executive Officer
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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.
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Chairman
of the Board
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Shimpei
Takeshita
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President
and CEO
(Principal
Executive Officer)
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Toshio
Maruyama
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Director
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Naoyuki
Akikusa
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Director
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Yasushige
Hagio
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Director
and Senior Executive Officer
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Junji
Nishiura
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Director
and Senior Executive Officer
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Hiroji
Agata
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Director
and Senior Executive Officer
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Takashi
Tokuno
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Director
and Managing Executive Officer
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Hiroshi
Tsukahara
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Director
and Managing Executive Officer
(Principal
Financial Officer)
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Yuichi
Kurita
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