As filed with the Securities and Exchange Commission on September 30, 2004

Registration Statement No. 333-85934

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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Post-Effective Amendment No.1 to

FORM S-8

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

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TREND MICRO KABUSHIKI KAISHA

(Exact Name of Registrant as Specified in Its Charter)

 

TREND MICRO INCORPORATED

(Translation of Registrant’s name into English)

 

Japan		None
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

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Shinjuku MAYNDS Tower,

1-1, Yoyogi 2-chome

Shibuya-ku, Tokyo 151-0053, Japan

81-3-5334-3600

(Address of Principal Executive Offices)

 

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TREND MICRO INCORPORATED

2001 INCENTIVE PLAN

TREND MICRO INCORPORATED

2001 STOCK OPTION PLAN

(Full Title of the Plans)

 

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Steve Ming-Jang Chang

c/o Trend Micro, Inc.

10101 N. DeAnza Blvd., Suite 400

Cupertino, California 95014

(408) 257-1000

(Name, Address and Telephone Number of Agent For Service)

 

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EXPLANATORY NOTE

 

Trend Micro Incorporated (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed on April 10, 2002 (File No. 333-85934) to deregister shares of the Registrant’s common stock relating to warrants issued under the Trend Micro Incorporated 2001 Incentive Plan (the “2001 Incentive Plan”) and Trend Micro Incorporated 2001 Stock Option Plan (the “2001 Stock Option Plan”), which were unsold when the exercise period of such warrants ended.

 

A total of 499,343 shares were registered under the Registration Statement. The 499,343 shares consisted of 226,843 shares relating to warrants issued under the 2001 Incentive Plan and 272,500 shares relating to options issued under the 2001 Stock Option Plan.

 

None of the warrants issued under the 2001 Incentive Plan was exercised. The exercise period for the warrants issued under the 2001 Incentive Plan ended on March 12, 2004 with respect to 195,419 shares and on May 28, 2004 with respect to the remaining
31,424 shares.

 

None of the options issued under the 2001 Stock Option Plan was exercised. The exercise period for the options issued under the 2001 Stock Option Plan ended on May 17, 2004.

 

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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Taipei, Taiwan on September 30, 2004.

 

 

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 September 30, 2004.

 

Name		Title
/s/    STEVE MING-JANG CHANG Steve Ming-Jang Chang		Representative Director; President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer and Authorized Representative in the United States)
/s/    MAHENDRA NEGI    Mahendra Negi		Representative Director, Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)
/s/    EVA YI-FEN CHIANG Eva Yi-Fen Chiang		Director, Chief Technology Officer and Executive Vice President
Edward Tian		Director