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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Trend Micro Incorporated
(Name of Issuer)
Common Stock, par value (Yen)50 per share
(Title of Class of Securities)
89486M 10 7
(CUSIP Number)
Jonathan Lemberg
Morrison & Foerster
AIG Building, 11th Floor 1-1-3 Marunouchi, Chiyoda-ku, Tokyo 100-0005 JAPAN
(03) 3214-6522
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 7, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 89486M 10 7 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trueway Company Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING POWER
NUMBER OF 12,759,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 12,759,000
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,759,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.0%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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The information set forth in response to each separate Item
shall be deemed to be a response to all Items where such information is
relevant.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value (Yen)50
per share (the "Common Stock"), of Trend Micro Incorporated, a Japanese
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at Odakyu Southern Tower, 10F, 2-1, Yoyogi 2-chome, Shibuya-ku, Tokyo
151-8583, Japan.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Trueway Company Limited.
Its business address is P.O. Box 3151, Roadtown, Tortola, British Virgin
Islands. Trueway Company Limited is a British Virgin Islands corporation. Its
principal business is making investments.
During the last five years, Trueway Company Limited has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). In addition, Trueway Company Limited has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
The names, business addresses, principal businesses and
citizenship of each of the directors and executive officers of Trueway Company
Limited is set forth on Schedule I hereto. As of the date hereof, Yeh Min Yuen,
Director of Trueway Company Limited, directly and indirectly owns 100% of the
common stock of Trueway Company Limited
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In August 1996, Trueway Company Limited acquired beneficial
ownership of 147 shares of Common Stock for (Yen)31,850,000 using working
capital. Trueway Company Limited did not purchase any of the Common Stock with
borrowed funds.
None of the persons listed in Schedule I hereto contributed
any funds or other consideration toward the purchase of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Trueway Company Limited's acquisition of Common Stock was for
investment purposes.
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Trueway Company Limited may, from time to time, increase,
reduce or dispose of its investment in the Issuer, depending on general economic
conditions, the market price of the Common Stock, the availability of funds,
other opportunities available to Trueway Company Limited and other
considerations. To the knowledge of Trueway Company Limited, each of the persons
listed in Schedule I hereto may make the same evaluation and reserves the same
rights.
As of the date of the filing of this statement, none of
Trueway Company Limited, nor, to the knowledge of Trueway Company Limited, any
of its executive officers or directors, has any plans or proposals that relate
to or would result in any of the matters referred to in paragraphs (a) through
(j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The percentage interest held by Trueway Company Limited
presented below and in Row 13 above is based on the number of shares of Common
Stock reported to be outstanding as of July 31, 1999 in the Issuer's
Post-Effective Amendment No. 1 to the Form F-1 Registration Statement filed on
October 13, 1999 (the "Outstanding Shares").
As of the date of the filing of this statement, Trueway
Company Limited directly and beneficially owned 12,759,000 shares of Common
Stock, representing approximately 20.0% of the Outstanding Shares of the Issuer
reported to be outstanding as of July 31, 1999.
Except as described in this Schedule 13D, none of Trueway
Company Limited, nor, to the knowledge of Trueway Company Limited, any of its
executive officers or directors, beneficially owns any Common Stock or
securities convertible into Common Stock.
(b) Trueway Company Limited has sole dispositive and voting
power with respect to 12,759,000 shares of Common Stock, all of which are held
directly by it.
(c) Except as described in this Schedule 13D, none of Trueway
Company Limited, nor, to the knowledge of Trueway Company Limited, any of its
executive officers or directors, has effected a transaction in the Common Stock
during the 60 days preceding the date of this statement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Trueway Company Limited
Dated: February 14, 2000 By: /s/ YEH MIN YUEN
--------------------
Name: Yeh Min Yuen
Title: Director
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SCHEDULE I TO SCHEDULE 13D
Following is a list of each executive officer and director of
Trueway Company Limited setting forth the business address and present principal
employment (and the name and address of any corporation or organization in which
such employment is conducted) of each person. The persons named below are
citizens of Taiwan and have not, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which they are or
were subject to a judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
<TABLE>
<CAPTION>
NAME POSITION WITH TRUEWAY COMPANY LIMITED PRINCIPAL EMPLOYMENT AND
BUSINESS ADDRESS
<S> <C> <C>
Yeh Min Yuen Director Trueway Company Limited
P.O. Box 3151, Roadtown
Tortola, British Virgin
Islands
</TABLE>
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