FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


For the month of March, 2015

Commission File Number 1-15236

Advantest Corporation
(Translation of Registrant’s Name into English)

Shin Marunouchi Center Building
1-6-2, Marunouchi
Chiyoda-ku
Tokyo 100-0005
Japan
(Address of Principal Executive Offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X   Form 40-F ______
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):               

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):               

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes __  No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):                
 
 
 
 
 
 
Material Contained in this Report:


1.           English translation of a Japanese-language press release dated March 25, 2015 regarding transition to Company with Audit Committee.
 
 
 
 
 
 
 
 
 

 
 
 
 
 
SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
  Advantest Corporation  
         
         
         
 
By:
/s/ Hiroshi Nakamura
  
    Name: Hiroshi Nakamura  
    Title:
Director, Managing Executive Officer
  
         

 
Date:  March 25, 2015



 
 
 
 
 
 
 
 
 


FOR IMMEDIATE RELEASE

March 25, 2015
ADVANTEST CORPORATION
Shinichiro Kuroe, Representative Director, President & CEO
(Stock Code Number: 6857, TSE first section)
(Ticker Symbol: ATE, NYSE)
CONTACT:
Hiroshi Nakamura
Director, Managing Executive Officer and
Executive Vice President, Corporate Administration Group 
Phone: +81-(0)3-3214-7500

Advantest Announces Transition to Company with Audit Committee

Tokyo –March 25, 2015 – Advantest Corporation (the “Company”) resolved at the meeting of its board of directors held today to adopt its plan to transition its governance structure to a “company with audit committee,” which governance structure will be newly introduced by the Law for Partial Amendment to the Companies Act (Law No. 90, 2014) effective as of May 1, 2015, subject to approval by the Company’s 73rd ordinary general meeting of shareholders scheduled to be held in late June 2015. Thus, we hereby announce as follows:

1. 
Reason for Transition
 
Under various systems to be introduced when it becomes a company with audit committee, such as the establishment of an audit committee and having directors who will form the audit committee and exercise their voting rights at meetings of the board of directors, the Company intends to further strengthen the supervisory function of its board of directors and its corporate governance system and thereby enhance the Company’s enterprise value.

 
2. 
Schedule for Transition
 
  The transition to a company with audit committee is scheduled to take place upon the approval of the necessary amendments to the Company’s articles of incorporation at the ordinary general meeting of shareholders scheduled to be held in late June 2015.
 
 
3.
Other Matters
 
The details of the transition, including the details of the amendments to the Company’s articles of incorporation and the expected directors and officers, will be announced as soon as they are decided.


 
 
 
 
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