Exhibit 99.4
FOR IMMEDIATE RELEASE
June 27, 2006
ADVANTEST CORPORATION
(Toshio Maruyama, President and CEO)
(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 Issues Stock Option (Stock Acquisition Rights)
to Directors and Corporate Auditors
Tokyo -June 27, 2006 - Advantest Corporation (the "Company") resolved at a
meeting of its Board of Directors today to issue stock options in the form of
stock acquisition rights pursuant to Articles 236, 238 and 240 of the Company
Law under the terms set forth below.
1. Reason for issuance of the The Company issues stock acquisition rights to
stock acquisition rights as improve performance and morale of directors
stock options of the Company, and corporate auditors'
awareness of proper auditing at the Company.
In this manner, the Company aims to promote a
management style conscious of increasing
shareholder value and to attract and retain
outstanding personnel.
2. Date of allocation July 12, 2006
3. Number of stock acquisition 1,800
rights allocated
4. Issuance price Issuance price shall be fair value of the
stock options computed pursuant to the Black
Sholes model on the date of allocation as set
forth in 2 above. Issuance price shall be paid
by setting off against the monetary
compensation in the amount equal to such fair
value and to be paid by the Company pursuant to
Article 246, Paragraph 2 of the Company Law.
5. Class and total number of 180,000 shares of common stock of Advantest
shares underlying the stock Corporation (each stock acquisition right
acquisition rights shall be exercisable for 100 shares)
6. Total subscription price To be determined as of July 12, 2006
to be paid upon
1
exercise of
each stock acquisition right
7. The total value of all To be determined as of July 12, 2006
shares (newly issued shares
or treasury shares) issued
or delivered upon the
exercise of stock acquisition
rights
8. Exercise period of the Between April 1, 2007 and March 31, 2011
stock acquisition rights
9. Conditions for exercise of (a) The stock options may not be inherited.
stock options (b) Each stock option may not be exercised in
part.
(c) When the number of shares deliverable upon
exercise of the stock options includes less
than one unit, the exercising Stock Option
Holder (as defined below) shall be deemed to
have requested the Company to purchase such
shares pursuant to Article 192, Paragraph 1 of
the Company Law. The determination of whether
the number of shares deliverable upon exercise
includes less than one unit shall be made by
taking into account the aggregate number of
shares deliverable upon each exercise of one or
more stock options.
10 The Company's acquisition The Company shall automatically acquire the
of the stock acquisition stock acquisition rights, for no consideration,
rights if:
(a) the general meeting of shareholders
resolves to approve (if approval by the
shareholders' meeting is not legally required,
then the Board of Directors may approve)
(i) any merger agreement pursuant to which the
Company shall dissolve, (ii) any agreement or
a plan pursuant to which the Company shall
split all or part of its business or (iii) any
stock-for-stock exchange agreement or
stock-transfer plan pursuant to which the
Company shall become a wholly-owned subsidiary
of another company;
(b) a person holding stock acquisition rights
(a "Stock Option Holder") no longer holds the
position of a director, corporate auditor,
executive officer, employee or any other
similar position of the Company or its domestic
and overseas subsidiaries, except where the
Company deems that it is appropriate to allow
him/her to exercise his/her stock options and
notifies him/her;
(c) a Stock Option Holder dies;
(d) a Stock Option Holder submits a prescribed
form of the Company to waive all or part of his
stock acquisition rights to the Company;
2
(e) a Stock Option Holder becomes a director,
corporate auditor, executive officer or
employee of a company that competes with the
Company and the Company notifies the Stock
Option Holder that his/her stock options are
non-exercisable; or
(f) a Stock Option Holder is in violation of
laws and regulations or internal rules and
other regulations of the Company, or breaches
the stock option agreement entered into between
such Stock Option Holder and the Company. The
Company is required to notify the Stock Option
Holder that his/her stock options are
non-exercisable.
The Representative Director may decide in
his/her sole discretion whether exercise by a
Stock Option Holder of the stock options is
reasonable (as in item (b) above) and whether a
Stock Option Holder's options are
non-exercisable (as in item (e) and (f) above).
11. Restriction on the transfer Approval by the Board of Directors is required
of the stock acquisition upon a transfer of the stock acquisition
rights rights, except where the Company is the
transferee with respect to such transfer.
12. Matters concerning the (a) The amount of capital increased by the
amount of capital and the issue of the shares upon exercise of the stock
additional paid-in capital acquisition rights shall be the amount equal
increased by the issuance to one-half of the maximum limit of capital
of shares upon exercise of increase, as calculated in accordance
the stock acquisition with Article 40, Paragraph 1 of the Company
rights Accounting Regulation (kaisha keisan kisoku),
and any fraction less than one (1) yen arising
as a result of such calculation shall be
rounded up to the nearest one (1) yen (to be
determined as of July 12, 2006).
(b) The amount of additional paid-in capital
increased by the issue of the shares upon
exercise of the stock acquisition rights shall
be the amount obtained by subtracting the
capital to be increased, as provided in the
sub-paragraph (a) above, from the maximum
limit of capital increase, as also provided in
the sub-paragraph (a) above.
13. The number of directors Directors and corporate auditors of the
and corporate auditors Company, totaling 13
receiving stock
acquisition rights
For Reference
(1) The date of the meeting May 26, 2006
of the Board of Directors
setting the date for the
annual
3
general meeting
of shareholders
(2) Date of the resolution June 27, 2006
made pursuant to the annual
general meeting of
shareholders