FOR IMMEDIATE RELEASE
May 25, 2007
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 Adopts Stock Option Plan (in the Form of Stock Acquisition Rights)
Tokyo - May 25, 2007 - Advantest Corporation (the "Company") resolved at a
meeting of its Board of Directors today, pursuant to Articles 236, 238 and 239
of the Company Law of Japan to submit to its shareholders, a proposal to
authorize the issuance of stock acquisition rights described hereunder in
connection with stock option grants. The proposal will be made at its 65th
ordinary general meeting of shareholders (the "Shareholders' Meeting") to be
held on June 27, 2007.
1. Reason for the issuance of the stock acquisition rights on especially
favorable terms
The Company will issue stock acquisition rights as stock options on
especially favorable terms to executive officers and employees of the
Company and to directors and employees of its domestic and foreign
subsidiaries for the purpose of enhancing motivation and morale in
order to improve their performance. In this manner, the Company aims to
promote a management style conscious of enhancing shareholder value and
to attract and retain outstanding personnel.
2. Details of the stock acquisition rights
(1) Persons to whom the stock acquisition rights will be allocated
Executive officers and employees of the Company and directors
(excluding outside directors) and employees of its domestic and foreign
subsidiaries.
(2) Class and total number of shares to be issued or delivered upon
exercise of the stock acquisition rights
Not exceeding 700,000 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, that if the
subscription price per share has been adjusted in accordance with
sub-paragraph (5) below, the number of such shares shall be adjusted
according to the following formula. This adjustment shall be made only
with respect to stock acquisition rights that have not yet been
exercised as of the time of adjustment. Any fractional share that
arises as a result of an adjustment will be rounded down to the nearest
whole 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 has been 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 the stock
acquisition rights that have not yet been exercised as of such
adjustment, then adding the number of shares that have been issued or
delivered upon exercise of the stock acquisition rights. After the
adjustment, the total number of shares to be issued or delivered
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upon exercise of the stock acquisition rights may exceed 700,000
shares.
(3) Total number of the stock acquisition rights to be issued
Not exceeding 7,000.
(4) Payment to be made as consideration for the stock acquisition rights
No payment is required.
(5) Subscription price to be paid upon exercise of each stock acquisition
right
The 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 sub-paragraph (2) above
(initially, 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 preceding to the month in which any stock acquisition
rights are allocated (excluding any such day on which there was no
trade); provided, however, that if such amount is less than the closing
price of the common stock of the Company on such day of allocation (or,
if there was no trade on such day of allocation, the closing price on
the immediately preceding day on which there was any trade), the
subscription price per share shall be equal to the closing price on
such day of allocation. The Company may determine the subscription
price per share to be the same as that for the first stock acquisition
rights issued based upon this Shareholders' Meeting (if the
subscription price per share for the first stock acquisition right is
adjusted by the method described below, such adjusted subscription
price per share) for any subsequent stock acquisition rights issued.
If, subsequent to the issuance 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 (subject to
certain other exceptions including the issuance or delivery of shares
upon exercise of the stock acquisition rights), the subscription price
per share shall be adjusted according to the formula set forth below,
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 merger or split of
the Company, stock-for-stock exchange or certain other events. The
Company may determine the subscription price per share for each stock
acquisition right issued pursuant to the resolution of this
Shareholders' Meeting after such adjustment to be the same as the
adjusted subscription price per share.
(a) Formula for adjustment in the case of share split or
consolidation
1
Subscription price per = Subscription price per x ------------------------------
share after adjustment share before adjustment Ratio of split / consolidation
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(b) Formula for adjustment in the case of issuance 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 of + Number of new shares
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, 2008 and March 31, 2012 (4 years).
(7) Conditions for exercise of the stock acquisition rights
(a) A person to whom the stock acquisition rights have been allocated
must be a director, corporate auditor, executive officer or
employee of the Company or its domestic or foreign subsidiary at
the time of exercise, except where there are any reasons the
Company deems justifiable.
(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 to be held subsequent to the Shareholders'
Meeting.
(8) The Company's acquisition of the stock acquisition rights
The Company shall automatically acquire the stock acquisition rights,
for no consideration, if:
(a) the general meeting of shareholders resolves to approve (if
approval by the shareholders' meeting is not 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 to whom the stock acquisition rights have been allocated
does not hold the position of a director, corporate auditor,
executive officer, employee or any other similar position of the
Company or its domestic and foreign subsidiaries, except where
there are any reasons the Company deemed justifiable;
(c) a person to whom the stock acquisition rights have been allocated
dies;
(d) a person to whom the stock acquisition rights have been allocated
waives all or part of his/her stock acquisition rights to the
Company in a written form designated by the Company;
(e) a person to whom the stock acquisition rights have been allocated
becomes a director, corporate auditor, executive officer or
employee of a company that competes with the Company, except
where such change of position has been approved by the Company;
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(f) a person to whom the stock acquisition rights have been allocated
is in violation of laws or regulations, internal rules or other
regulations of the Company, except where there are any reasons
the Company deems justifiable; and
(g) other events as determined by a resolution at the meeting of the
Board of Directors to be held subsequent to the Shareholders'
Meeting.
(9) Matters concerning the amount of capital and the additional paid-in
capital increased by the issuance of shares upon exercise of the stock
acquisition rights
(a) The amount of capital increased by the issuance of the shares
upon exercise of the stock acquisition rights shall be the amount
equal to one-half of the maximum limit of capital increase, as
calculated in accordance with Article 40, Paragraph 1 of the
Company 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.
(b) The amount of additional paid-in capital increased by the
issuance 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 sub-paragraph (a) above, from the
maximum limit of capital increase, as also provided in
sub-paragraph (a) above.
(10) Restriction on the transfer of the stock acquisition rights
Acquisition of the stock acquisition rights by transfer shall require
an approval by the Board of Directors. Provided, however, if it is the
Company acquiring the stock acquisition rights by transfer, such
transfer shall be deemed to be approved by the Board of Directors.
(11) Other details in respect to the stock acquisition rights will be
determined by resolution at the meeting of the Board of Directors to be
held subsequent to the Shareholders' Meeting.
(Notes) 1. The above terms are subject to the approval of the proposal
titled "Issuance of stock acquisition rights as stock options"
at the Shareholders' Meeting.
2. At the 64th ordinary general meeting of shareholders held on June
27, 2006, a resolution pertaining to the maximum amount of annual
compensation with respect to the issuance of stock acquisition
rights as stock options to be granted to directors and corporate
auditors of the Company, was adopted. Accordingly, stock options
may only be granted to directors and corporate auditors pursuant
to the resolution of the Board of Directors within the scope of
the aforementioned shareholder resolution, and thereby is not
proposed at the Shareholders' Meeting. Stock options to be
granted this year to directors and corporate auditors will be
disclosed as soon as it is resolved at a meeting of the Board of
Directors.
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