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 December, 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):
Materials Contained in this Report:
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English translation of a press release dated December 22, 2015 regarding Advantest to Apply to Delist American Depositary Shares from NYSE and Terminate Registration with the SEC.
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English translation of a press release dated December 22, 2015 regarding Advantest to Adopt International Financial Reporting Standards.
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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.
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Advantest Corporation |
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By: |
/s/ Hiroshi Nakamura |
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Name: |
Hiroshi Nakamura |
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Title: |
Director, Managing Executive Officer
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FOR IMMEDIATE RELEASE
December 22, 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 &
Executive Vice President, Corporate Administration Group
Phone: +81-(0)3-3214-7500
Advantest to Apply to Delist American Depositary Shares from NYSE and Terminate Registration with the SEC
Tokyo –December 22, 2015 – Advantest Corporation (“Advantest”) resolved at the meeting of its board of directors held today to apply for voluntary delisting of its American Depositary Shares (“ADSs”) from the New York Stock Exchange (“NYSE”). In connection with the delisting, Advantest intends to file for termination of registration of its ADSs and its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as described below:
Advantest listed its ADSs on the NYSE in September 2001 mainly to improve the transparency of corporate management and to strengthen Advantest brand awareness around the world. Since then, Advantest has made efforts to enhance disclosures for shareholders and investors, in addition to complying with the disclosure requirements of U.S. securities laws and regulations, preparing consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and establishing internal controls in accordance with the Sarbanes-Oxley Act of 2002.
Meanwhile, the external environment has significantly changed as indicated by the increases in volume of Japanese stocks traded through stock exchanges in Japan by overseas investors due to the globalization of the Japanese financial and capital markets, as well as the narrowing of the gap between U.S. and Japanese internal control requirements and disclosure standards with respect to financial reporting due to a series of amendments to Japanese laws and regulations and accounting standards.
While Advantest believes the initial objectives of ADS’s listing were mainly achieved, it judges that the continued listing on the NYSE is no longer economically justified, taking into account the fact that the trading volume of Advantest’s ADSs on the NYSE accounts for only a small fraction of the total trading volume of Advantest’s shares as well as the environmental changes mentioned above. Therefore, Advantest has decided to apply for voluntary delisting of its ADSs from the NYSE and file for termination of registration of its ADSs with the Securities and Exchange Commission (“SEC”) under the Exchange Act.
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Stock Exchange on which Advantest will maintain its listing
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Schedule for delisting from the NYSE and termination of registration with the SEC
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Early April 2016 Advantest to provide NYSE with a written pre-notice of the delisting application
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Mid-April 2016
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Advantest to file Form 25 with the SEC for NYSE delisting and SEC deregistration
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Late April 2016
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Delisting to become effective
Advantest to file Form 15F with the SEC to terminate Advantest’s reporting obligations under the Exchange Act. Advantest’s reporting obligations under the Exchange Act will be suspended as of the filing of Form 15F.
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July 2016
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Deregistration with the SEC to become effective
Termination of Advantest’s reporting obligations under the Exchange Act
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Note: The schedule provided above including the anticipated effective dates may be delayed if the SEC objects or requests an extended review or for other reasons.
Advantest will continue to disclose financial statements and other information, in English, on its website to ensure that appropriate information about Advantest will continue to be available for its overseas shareholders and investors even after the termination of its reporting obligations under the Exchange Act. Furthermore, starting from the fiscal year ending March 31, 2016, Advantest will prepare its consolidated financial statements in its annual report under Financial Instruments and Exchange Law in accordance with International Financial Reporting Standards (“IFRS”), in place of U.S.GAAP previously adopted.
After delisting its ADSs from the NYSE, Advantest intends to maintain its American Depositary Receipt Program in the U.S., and therefore anticipates that its ADSs will continue to be traded in the U.S. on the over-the-counter market.
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Contact Information for inquiries regarding Advantest’s ADSs:
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JPMorgan Service Center (U.S.)
Tel: U.S.: 1- 800-990-1135 (toll free)
International: +1- 651-453-2128
Website: www.adr.com
E-mail: jpmorgan.adr@wellsfargo.com
(Shareholder Service Representatives are available Monday through Friday, from 7:00 a.m. to 7:00 p.m. Eastern Time in U.S.)
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FOR IMMEDIATE RELEASE
December 22, 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 &
Executive Vice President, Corporate Administration Group
Phone: +81-(0)3-3214-7500
Advantest to Adopt International Financial Reporting Standards
Tokyo – December 22, 2015 – Advantest Corporation (“Advantest”) today announced that it resolved at the meeting of its board of directors held today to voluntarily adopt International Financial Reporting Standards (“IFRS”) in place of accounting principles generally accepted in the U.S. (“U.S.GAAP”) for its consolidated financial statements. Advantest plans to apply IFRS to the presentation of the consolidated financial statements starting with its annual securities report with respect to the fiscal year ending March 31, 2016 (from April 1, 2015 to March 31, 2016). Advantest will, however, prepare its consolidated financial results to be announced in a press release and its consolidated financial statements under the Companies Act for the fiscal year ending March 31, 2016 in accordance with U.S.GAAP as before.
Disclosure Schedule Regarding Application of IFRS (Planned)
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Late April 2016
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Press Release announcing financial results for the fiscal year ending March 31, 2016 (U.S.GAAP)
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Late May 2016
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Consolidated financial statements under the Companies Act for the year ending March 31, 2016 (U.S.GAAP) |
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Late June 2016
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Annual Securities Report (IFRS)
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End