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 October 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. Press release dated October 25, 2001 relating to the issuance of bonds with
subscription warrants pursuant to "Incentive Plan for the Year 2001."
2. Press release dated October 25, 2001 relating to a change in the
registrant's major shareholders.
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: October 30, 2001 By: /s/ Toshihiro Watanabe
---------------------------
Toshihiro Watanabe
Representative Director and
Senior Executive Vice
President
Attachment 1
For Immediate Release
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Trend Micro Notice of the Issuance of Bonds with Subscription
Warrants pursuant to the "Incentive Plan"
Tokyo, Japan - October 25, 2001 - Trend Micro Inc. (TSE: 4704; Nasdaq: TMIC), a
worldwide leader in antivirus and Internet content security solutions, today
adopted the following resolutions regarding the issuance of the bonds with
subscription warrants at the meeting of the Board of Directors of the Company
held on October 25, 2001.
Pursuant to the Company's "Incentive Plan for the Year 2001," the purpose
of the issuance of bonds with subscription warrants is to grant subscription
warrants to certain directors and employees of the Company as well as to certain
directors and employees of the Company's subsidiaries.
The summary of the issuance of bonds with subscription warrants is as
follows.
1. Name of the bonds
Trend Micro Incorporated Eighth Series of Unsecured Bonds with Subscription
Warrants
2. Total amount of bonds to be issued
6 billion yen
3. Price of each bond
100 million yen
4. Type of bond
Only bearer type
5. Price of bond at issue
Undecided (It will be decided at the meeting of the Board of Directors to
be held on November 1, 2001).
6. Interest rate
Undecided
7. Redemption price
100 yen par value of 100 yen
8. Term of redemption
November 19, 2004
9. Application period
From November 5, 2001 until November 15, 2001
10. Date of payment
November 19, 2001
11. Subscription method
Daiwa Securities SMBC Co., Ltd. shall purchase the total amount.
12. Security, guarantee
There is no collateral or guarantee, and there is no asset serving as a
back up for the bonds.
13. Special agreements
"Negative Pledge," "Net profit maintenance," and "Switching bond type from
unsecured to
secured."
14. Cancellation of the purchase
From the day after the date of the issuance, as long as the total value of
the shares that can be obtained by then unexercised subscription warrants
does not exceed the total value of the outstanding bonds, cancellation of
the purchase of the bonds is allowed.
15. Method and period of interest payment
(1) From the day after the date of the issuance until the redemption
date, the interests will be paid first on May 19, 2002 for all
the interest payments due by then, and from thereafter, six-
months worth of interest will be paid on every May 19 and
November 19.
(2) If the banks are closed on the day when interests are to be paid,
then, the date of interest payment shall be moved to the prior
bank business day.
(3) When paying less-than-six-months worth of interests, interests
should be calculated according to the calendar.
(4) No interest will be paid after the redemption date.
16. Place where principal and interest shall be paid
The Toyo Trust and Banking Co., Ltd., Head Office
Daiwa Securities SMBC Co., Ltd., Head Office and Osaka Branch
17. Underwriting company
Daiwa Securities SMBC Co., Ltd.
18. Regarding subscription warrants
(1) Ratio of the bond to the share obtained by the subscription warrant
For every 1 million yen par value bond price, total issue price of par
value shares of common stock issuable upon exercise of the
subscription warrant shall be granted 100%. Each subscription warrant
certificate represents the right to obtain 1 million yen worth of new
shares.
(2) Total amount of the issue price of shares issuable upon exercise of
the subscription warrants
6 billion yen
(3) Type of shares issuable upon exercise of the subscription warrant
Common stock of the Company
(4) Conditions of exercise of the subscription warrants
Issue price per share ("exercise price") of shares issuable upon
exercise of the subscription warrants is undecided. It will be decided
at the meeting of the Board of Directors to be held on November 1,
2001).
Number of shares issuable upon exercise of the subscription warrant is
as follows:
The total value of subscription warrant certificates submitted by the
warrantholder for the exercise of the warrant
Number of shares = ------------------------------------------------------------------
Exercise price
Any fraction less than one share shall be disregarded. The adjustment of
the exercise price will take the market-price format.
(5) Exercise period of the subscription warrants:
From November 2, 2002 through November 12, 2004. If bond acceleration
occurs, no subscription warrant may be exercised thereafter.
(6) Partial exercise of the subscription warrant
No subscription warrant may be partially exercised.
(7) Transfer of the subscription warrants
Subscription warrant detachable from the bond can be transferred.
However, pursuant to the Company's and/or its subsidiary's memorandum,
the Company's directors and employees as well as the subsidiary's
directors and employees cannot transfer the subscription warrants.
(8) The portion of the issue price of the shares to be issued upon
exercise of the subscription warrant which will not be transferred to
stated capital
The balance of the exercise price (if adjusted pursuant to 18(4)
above, the adjusted exercise price) remaining after deduction of the
amount to be transferred to stated capital. The amount to be
transferred to stated capital shall mean an amount obtained by
multiplying the exercise price (if adjusted pursuant to 18(4) above,
the adjusted exercise 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.
(9) Payment in kind
Not applicable
(10) Effectiveness of exercise of the subscription warrants
The exercise of the subscription warrants shall become effective if
the certificate evidencing the relevant subscription warrant,
documents required for exercise of the subscription warrant and cash
payment reach the place for handling payments.
(11) Dividends payable on shares to be issued upon exercise of the
subscription warrants
Any annual dividend or interim dividend payable on shares issuable
upon exercise of the subscription warrants with respect to the
Dividend Accrual Period (as defined below), during which the relevant
date of exercise falls, shall be paid for the full Dividend Accrual
Period as if the exercise had taken effect at the beginning of such
Dividend Accrual Period. The "Dividend Accrual Period" means each six-
month period ending on June 30 and December 31 in each year.
(12) Place for accepting the request for exercise of the subscription
warrant
The registered head office of the Company
(13) Place for handling payments resulting from exercise of the
subscription warrant
The registered head office of The Toyo Trust and Banking Co., Ltd.
(14) Method of delivery of share certificates
Share certificates will be delivered by the corporate agency
department of The Toyo Trust and Banking Co., Ltd. as soon as after
the relevant subscription warrant is exercised. No certificates will
be issued for any fractional shares.
19. Registration agency
The Toyo Trust and Banking Co., Ltd.
20. Any other matters required for the issuance of the Bonds of Subscription
Warrants will be decided at a meeting of the Company's board of directors
to be held hereafter and entrusted to the representative director of the
Company.
21. The subscription warrants to be issued by the Company will be fully
repurchased by the Company from Daiwa Securities SMBC Co., Ltd. Then, they
will be partly granted to certain directors of the Company as part of
director compensations and partly offered to certain employees of the
Company and to the Company's subsidiaries.
Offering of Subscription Warrants for Sale
------------------------------------------
1. Name of certificates
Trend Micro Incorporated Subscription Warrants (Eighth)
2. Holder of certificates to be sold
Trend Micro Incorporated
3. Number of certificates to be sold
5,400
4. Minimum unit for application
One certificate
5. Period during which applications will be accepted
From November 5, 2001 through November 15, 2001
6. Date of delivery
November 20, 2001
7. Place where applications will be accepted
At the holder of certificates as stated in 2 above
8. Miscellaneous
(1) Offering price per certificate, the aggregate offering prices and
other details will be decided at the meeting of the Board of Directors
to be held on November 1, 2001.
(2) This offer for sale will be made to certain employees of the Company
and to the Company's subsidiaries.
About Trend Micro
Trend Micro, Inc. is a leader in antivirus and Internet content security
software and services. The Tokyo-based corporation has business units worldwide.
For additional information and evaluation copies of all Trend Micro products,
visit http://www.antivirus.com or http://www.trendmicro.com.
###
For Additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-3-5334-4899
Fax: +81-3-5334-4874
[email protected]
Attachment 2
For Immediate Release
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Trend Micro Announces Notice of Change of Major Shareholder
Tokyo, Japan - October 25, 2001 - Trend Micro Inc. (TSE: 4704; Nasdaq: TMIC),
a worldwide leader in antivirus and Internet content security solutions,
reported that there was a change in its major shareholders as of October 24,
2001.
1. Reason for Change
Due to exercise of the warrants (1st to 4th Series) issued by Trend Micro, the
shareholding ratio of Gainway Enterprises Limited, which is a major shareholder,
decreased in relation to the number of the issued and outstanding shares of
Trend Micro.
2. Name, etc. of Relevant Shareholder
(1) Name: Gainway Enterprises Limited
(2) Location of Principal Place of Business:
P.O. Box 3151, Roadtown, Tortola, British Virgin Islands
(3) Representative: Liao Hsueh-Hsuan
(4) Main Activity: Asset Management
3. Number of Shares Held by Gainway Enterprises and Shareholding Ratio in
relation to Number of Issued and Outstanding Shares of Trend Micro
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Number of Shares Shareholding Ratio in Rank in Major
Held relation to Number of Shareholders
Issued and Outstanding Share
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Before the Change (As of 13,194,000 10.01. 3rd
September 30, 2001)
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After the Change 13,194,000 9.99. 3rd
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About Trend Micro
Trend Micro, Inc. is a leader in antivirus and Internet content security
software and services. The Tokyo-based corporation has business units worldwide.
For additional information and evaluation copies of all Trend Micro products,
visit http://www.antivirus.com or http://www.trendmicro.com.
-------------------------
###
For Additional Information
Mr. Mahendra Negi
Chief Financial Officer / IR Officer
Phone: +81-3-5334-4899
Fax: +81-3-5334-4874
[email protected]
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