FOR IMMEDIATE RELEASE
May 25, 2005
ADVANTEST CORPORATION
(Toshio Maruyama, President and COO)
(Stock Code Number: 6857, TSE first section)
(Ticker Symbol: ATE, NYSE)
CONTACT:
Yuri Morita
(Managing Executive Officer and
Senior Vice President, Corporate Affairs Group)
Phone: +81-(0)3-3214-7500
Advantest Adopts Stock Option Plan (in the Form of Stock Acquisition Rights)
Tokyo - May 25, 2005 - Advantest Corporation (the "Company") resolved at a
meeting of its Board of Directors today to propose an agenda asking for
authorization to issue stock acquisition rights described hereunder, for the
purpose of granting stock options, pursuant to Articles 280-20 and 280-21 of the
Commercial Code of Japan. The proposal will be made at its 63rd ordinary general
meeting of shareholders (the "Shareholders' Meeting") to be held on June 28,
2005.
1. Reason for the issuance of stock acquisition rights on especially favorable
terms
The stock acquisition rights will be issued as stock options to directors,
corporate auditors, executive officers and employees of the Company and its
domestic and overseas subsidiaries as an incentive in order to improve
business performance and to attract and retain talented individuals while
raising the awareness of shareholder value.
2. Details of stock acquisition rights
(1) Persons to whom stock acquisition rights will be allocated
Directors, corporate auditors, executive officers and employees of the
Company and its domestic and overseas subsidiaries.
(2) Class and total number of shares to be issued or delivered upon
exercise of the stock acquisition rights
Not exceeding 800,000 shares of common stock of the Company.
The number of shares to be issued or delivered upon exercise of each
stock acquisition right shall be 100 shares, provided, however, that
when the subscription price per share is adjusted in accordance with
(5) below, the number of such shares shall be adjusted according to the
following formula. This adjustment is made only with respect to any
such stock acquisition rights that have not yet been exercised as of
the time of adjustment. Any fraction of a share that arises as a result
of an adjustment will be rounded down to the nearest number of shares.
Number of shares to be issued or Total subscription price
delivered upon exercise of each stock = ------------------------------
acquisition right Subscription price per share
When the number of shares to be issued or delivered upon exercise of
each stock acquisition right is adjusted, the total number of shares to
be issued or delivered upon exercise of the stock acquisition rights
shall be adjusted to the number obtained by multiplying (i) the number
of shares to be issued or delivered upon exercise of each stock
acquisition right after adjustment by (ii) the number of stock
acquisition rights that have not yet been exercised as of the time of
such adjustment, then adding the number of shares that have been issued
or delivered upon exercise of stock acquisition rights. After the
adjustment, the total number of
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shares to be issued or delivered upon exercise of the stock acquisition
rights may exceed 800,000 shares.
(3) Total number of stock acquisition rights to be issued
Not exceeding 8,000.
(4) Issue price of the stock acquisition rights
No consideration shall be paid.
(5) Total subscription price to be paid upon exercise of each stock
acquisition right
The total subscription price to be paid upon exercise of each stock
acquisition right shall be determined by multiplying (i) the
subscription price per share as determined in the following paragraph,
by (ii) the number of shares to be issued or delivered upon exercise of
each stock acquisition right as specified in (2) above (100 shares).
The subscription price per share shall be 1.05 times the average
closing price, rounded up to the nearest yen, of the common stock of
the Company in regular trading on the Tokyo Stock Exchange on each day
of the month (excluding any such day on which there was no trade)
preceding the first occasion on which any stock acquisition rights
approved by this Shareholder's Meeting are issued; provided, however,
that if such amount is less than the closing price of the common stock
of the Company on such day of issue (or, if there was no trade on such
day of issue, the closing price on the immediately preceding day on
which there was any trade), the subscription price per share shall
equal the closing price on such day.
If, subsequent to the issue of the stock acquisition rights, the
Company splits or consolidates its common stock, or issues new shares
or disposes of its treasury shares below market price (other than to
issue or deliver shares upon exercise of stock acquisition rights, with
certain other exceptions), the subscription price per share shall be
adjusted according to the following formula, rounded up to the nearest
yen. Furthermore, the subscription price per share may, to the extent
necessary and reasonable, be adjusted in a way deemed appropriate by
the Company, in the case of a capital reduction, merger or split of the
Company or certain other events.
(a) Formula for adjustment in the case of share split or consolidation
Subscription price per = Subscription price per x 1
share after adjustment share before adjustment -----------------
Ratio of split/
consolidation
(b) Formula for adjustment in the case of issue of new shares or
disposition of treasury stock below market price
Number of new Subscription
Outstanding shares to be x price per share
Subscription Subscription number of + issued to be issued
price per = price per x shares ------------------------------------
share after share before Market price per share
adjustment adjustment --------------------------------------------------
Outstanding number + Number of new shares
of shares to be issued
In the above formula, "outstanding number of shares" shall mean the
total number of outstanding shares of the Company after deduction of
shares held by the Company as treasury stock. In the case of
disposition of treasury stock, "number of new shares to be issued" in
the above formula shall be read as "number of treasury shares to be
disposed of."
(6) Exercise period of the stock acquisition rights
Between April 1, 2006 and March 31, 2010 (4 years).
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(7) Conditions for exercise of stock acquisition rights
(a) A person to whom stock acquisition rights are allocated (a "rights
holder") must be a director, corporate auditor, executive officer
or employee of the Company or its domestic or overseas subsidiary
at the time of exercise, except where there are reasons deemed
reasonable.
(b) The stock acquisition rights may not be inherited.
(c) No stock acquisition right may be exercised in part.
(d) Other terms and conditions will be determined at a meeting of the
Board of Directors subsequent to the Shareholders' Meeting.
(8) Cancellation of stock acquisition rights
(a) The Company may cancel, for no consideration, any stock
acquisition right in the event that the general meeting of the
shareholders resolves to approve (i) any merger agreement pursuant
to which the Company shall cease to exist, or (ii) any share
exchange agreement or share transfer pursuant to which the Company
shall become a wholly-owned subsidiary of another company.
(b) The Company may cancel, for no consideration, all or part of the
stock acquisition rights of a rights holder to the extent that
such stock acquisition rights are not exercisable due to the
rights holder's failure to satisfy any of the conditions for
exercise of stock acquisition rights.
(9) Restriction on the transfer of stock acquisition rights
Any transfer of stock acquisition rights shall require the approval of
the Board of Directors, except where the transferee is the Company.
(10) Other details of the stock acquisition rights will be determined in a
meeting of the Board of Directors subsequent to the Shareholders'
Meeting.
(Note) The above terms are subject to approval by the Shareholders' Meeting
of the "Issuance of stock acquisition rights as stock options."
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