Registration No. 333-97107
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KABUSHIKI KAISHA ADVANTEST
(Exact name of registrant as specified in its charter)
ADVANTEST CORPORATION
(Translation of Registrant’s name into English)
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Japan
(State or other jurisdiction of incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification Number)
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Shin-Marunouchi Center Building
1-6-2 Marunouchi,
Chiyoda-ku, Tokyo 100-0005
Japan
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(Address of Principal Executive Offices)
THE ADVANTEST AMERICA EMPLOYEE STOCK PURCHASE PROGRAM
(Full title of the plan)
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Advantest America, Inc.
3061 Zanker Road
San Jose, California 95134
Attention: Corporate Secretary
(408) 456-3600
(Name, address and telephone number of agent for service)
With a copy to:
Masahisa Ikeda
Shearman & Sterling LLP
Fukoku Seimei Building
2-2 Uchisaiwaicho 2-chome
Chiyoda-ku, Tokyo 100-0011
Japan
81-3-5251-1601
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Explanatory Note
Advantest Corporation (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-97107), filed on July 25, 2002 (the “Registration Statement”) to deregister any securities that were registered pursuant to the Registration Statement and remaining unissued.
The Registration Statements, in the aggregate, registered a total of 312,500 shares of the Registrant’s common stock (the “Shares”), issuable under the Advantest America Employee Stock Purchase Program (the “Plan”).
The Registration Statement is hereby amended to deregister all the Shares remaining unissued under the Plan as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Chiyoda-ku, Tokyo of Japan on April 22, 2016.
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ADVANTEST CORPORATION |
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By:
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/s/ Hiroshi Nakamura
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Name:
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Hiroshi Nakamura |
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Title:
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Director and Managing Executive Officer
(Principal Financial Officer)
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Note: No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 of the Securities Act of 1933, as amended.