Unassociated Document
 
As filed with the U.S. Securities and Exchange Commission on April 22, 2016
  Registration No.   333-13886
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

KABUSHIKI KAISHA ADVANTEST
(Exact name of issuer of deposited securities as specified in its charter)

Advantest Corporation
(Translation of issuer's name into English)

Japan
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, New York 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code , of depositary's principal executive offices)
____________________

Advantest America, Inc
Attention: Accounting and Finance Department
3061 Zanker Road,
  San Jose, California 95134
(408) 456-3600
 
 (Address, including zip code, and telephone number, including area code , of agent for service)

Copy to :
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
  x
immediately upon filing
  o on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box.  o

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
 American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of Common Stock of Advantest Corporation
n/a
n/a
n/a
n/a
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a ) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of ADR
Filed Herewith as Prospectus
         
(1) Name and address of Depositary  
Face, introductory paragraph and final sentence on face
       
(2) Title of American Depositary Receipts and identity of deposited securities  
Face, top center and introductory paragraph
       
  Terms of Deposit:    
       
  (i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face, upper right corner and introductory paragraph
         
  (ii)
Procedure for voting, if any, the deposited securities
 
Reverse, paragraph (12)
         
  (iii)
Collection and distribution of dividends
 
Face, paragraphs (4), (5) and (7); Reverse, paragraph (10)
         
  (iv)
Transmission of notices, reports and proxy soliciting material
 
Face, paragraphs (3) and (8); Reverse, paragraph (12)
         
  (v)
Sale or exercise of rights
 
Face, paragraphs (4) and (5); Reverse, paragraph (10)
         
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Face, paragraphs (4) and (5); Reverse, paragraphs (10) and (13)
         
  (vii)
Amendment, extension or termination of the Deposit Agreement
 
Reverse, paragraphs (16) and (17) (no provision for extension)
         
  (viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Face, paragraph (3)
         
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Face, paragraphs (1), (2), (4), and (5)
         
  (x)
Limitation upon the liability of the Depositary
 
Reverse, paragraph (14)
         
(3)  
Fees and Charges
 
Face, paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption  
Location in Form of American Depositary  Receipt Filed Herewith as Prospectus 
         
  (a)
Statement that upon effectiveness of the termination of Advantest Corporation's (the "Company") reporting requirements under the Exchange Act, the Company will publish information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.advantest.com) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Face, paragraph (8)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Amended and Restated Deposit Agreement dated as of                  , 2016 among Advantest Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American Depositary Receipt, is filed
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.   Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.   Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered.  Previously filed.
 
 
(e)
Certification under Rule 466.  Filed herewith as Exhibit (e).
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts , any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized,  in The City of New York, State of New York, on   April 21, 2016.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
  
     
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
  
       
 
By:
/s/ Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
       
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Advantest Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized on April 21, 2016.
 
 
ADVANTEST CORPORATION
  
       
 
By:
/s/ Shinichiro Kuroe  
  Name:  Shinichiro Kuroe  
  Title: Representative Director, President and CEO  
       
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shinichiro Kuroe his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
 
 
 
 
Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on April 21, 2016 , in the capacities indicated.

 
SIGNATURES
 
Signature
Title
   
/ s/ Shinichiro Kuroe
 
Representative Director, President and CEO
Shinichiro Kuroe    
   
/s/ Osamu Karatsu
 
Director
Osamu Karatsu
   
   
/s/ Seiichi Yoshikawa
 
Director
Seiichi Yoshikawa
   
   
/s/ Sae Bum Myung
 
Director
Sae Bum Myung
   
   
   
/s/ Hiroshi Nakamura
 
Director (Principal Financial & Accounting Officer)
Hiroshi Nakamura
   
   
/s/ Yoshiaki Yoshida
 
Director
Yoshiaki Yoshida
   
   
/s/ Yuichi Kurita
 
Director
Yuichi Kurita
 
   
/s/ Megumi Yamamuro
 
Director
Megumi Yamamuro
   
   
/s/ Yasushige Hagio
 
Director
Yasushige Hagio
   
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Advantest Corporation, has signed this Post-Effective Amendment to Registration Statement on Form F-6 on April 21, 2016.
 
 
Authorized U.S. Representative
 
       
 
By:
/s/Douglas Lefever
 
    Name: Douglas Lefever  
       
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
 
   
   (a)
Form of Amended and Restated Deposit Agreement.
   
   (e)
Rule 466 Certification