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 August 2006
Trend Micro Incorporated
(Translation of registrant’s name into English)
Shinjuku MAYNDS Tower, 1-1, Yoyogi 2-chome,
Shibuya-ku, Tokyo 151-0053, 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:
1. Press release dated August 21, 2006, relating to the announcement of share buyback.
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: | August 22, 2006 |
By: | /s/ MAHENDRA NEGI
| |||||
| Mahendra Negi Representative Director, Chief Operating Officer, Chief Financial Officer and Executive Vice President | ||||||||
Trend Micro Announces Share Buyback Program
(Under the provisions of the Articles of Incorporation pursuant to Article 165(2) of the Corporation Law of Japan)
Tokyo, Japan – August 21, 2006 – Trend Micro (TSE: 4704; Nasdaq: TMIC), a leader in network antivirus and Internet content security software and services, today announced that its Board of Directors approved share buyback under Article 156 of the Corporation Law of Japan, as applied pursuant to Article 165(3) of the Corporation Law as described below:
| 1. | Reason for Share Buyback | |||
| In order to respond to the changing business environment, we are implementing a flexible capital budgeting policy. | ||||
| 2. |
Details of the Program | |||
| (1) Class of Capital Stock to be Purchased: |
Shares of Common Stock | |||
| (2) Number of Shares to be Purchased: |
Up to 2 million shares (1.49% of the total outstanding shares) | |||
| (3) Total Purchase Price: |
Up to 7 billion yen | |||
| (4) Schedule: |
From August 22, 2006 to September 30, 2006 | |||
| (5) Purchase method: |
Transactions through the Tokyo Stock Exchange | |||
| Note: As of June 30, 2006 Total number of outstanding shares (excluding treasury shares) Total number of treasury shares |
: 134,642,555 shares : 2,536,949 shares |
|||||
Notice Regarding Forward-looking Statements
Certain statements that we make in this release are forward-looking statements. These forward-looking statements are based upon management’s current assumptions and beliefs in light of the information currently available to it, but involve known and unknown risks and uncertainties. Many important factors could cause our actual results to differ materially from those expressed in our forward-looking statements. These factors include:
| • | Difficulties in addressing new virus and other computer security problems |
| • | Timing of new product introductions and lack of market acceptance for our new products |
| • | The level of continuing demand for, and timing of sales of, our existing products |
| • | Rapid technological change within the antivirus software industry |
| • | Changes in customer needs for antivirus software |
| • | Existing products and new product introductions by our competitors and the pricing of those products |
| • | Declining prices for products and services |
| • | The effect of future acquisitions on our financial condition and results of operations |
| • | The effect of adverse economic trends on our principal markets |
| • | The effect of foreign exchange fluctuations on our results of operations |
| • | An increase in the incidence of product returns |
| • | The potential lack of attractive investment targets and |
| • | Difficulties in successfully executing our investment strategy |
We assume no obligation to update any forward-looking statements. For more details regarding risk factors relating to our future performance, please refer to our filings with the U.S. Securities and Exchange Commission.
About Trend Micro
Trend Micro Incorporated 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 and managed service providers. For additional information, visit www.trendmicro.com
For Additional Information
Mr. Mahendra Negi
Chief Operating Officer / Chief Financial Officer / IR Officer
Phone: +81-3-5334-4899
Fax: +81-3-5334-4874
ir@trendmicro.co.jp
ir@trendmicro.co.jp