TREND MICRO INC
6-K, 2000-06-01
PREPACKAGED SOFTWARE
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 6-K


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

                               For June 1, 2000



                           Trend Micro Incorporated
                (Translation of Registrant's Name into English)



                          Odakyu Southern Tower, 10F
                              2-1, Yoyogi 2-chome
                       Shibuya-ku, Tokyo 151-8583, Japan
                   (Address of principal executive offices)


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

                      Form 20-F   X   Form 40-F ____
                                -----


     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): 82-    N/A
                                                 -----------

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<PAGE>

                            Trend Micro Incorporated
                                    Form 6-K

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                Page
                                                                                                ----
<S>                                                                                              <C>
Item 1.   Settlement of Lawsuit with Network Associates Incorporated and filing
          of Interim Report in Japan                                                               3

Item 2.   Announcement of Trend Micro 2000 Incentive Plan                                          3

Signatures                                                                                         4

Exhibit 1.  Trend Micro Interim Report filed with Kanto Finance Bureau                             6

Exhibit 2.  Press Release regarding Trend Micro 2000 Incentive Plan                               10
</TABLE>

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<PAGE>

Item 1.   Settlement of Lawsuit with Network Associates Incorporated and filing
of Interim Report in Japan

     In May 1997, Trend Micro Incorporated, our U.S. subsidiary ("Trend U.S."),
sued Network Associates, Inc., formerly McAfee Associates, Inc. ("Network
Associates"), and Symantec in the U.S. Federal District Court for the Northern
District of California alleging that some of their products infringe a U.S.
registered patent held by Trend U.S. relating to a system and method for
detecting computer viruses in a networks environment and seeking injunctive
relief and unspecified money damages. The products which incorporate the
patented technology are InterScan VirusWall, InterScan eManager, InterScan
WebProtect, InterScan AppletTrap, ScanMail and other of our products which we
sell for inclusion in our customers' products. Trend U.S. settled its claims
against Symantec in April 1998 by entering into a patent cross-license
arrangement which included an agreement to exchange samples of viruses. In June
1997, Network Associates denied infringement, alleging that Trend U.S.'s patent
is invalid, and filed counterclaims against Trend U.S. alleging unfair
competition, false advertising, trade libel and interference with prospective
economic advantage. These counterclaims are based primarily on Network
Associates' allegations that Trend Micro made false claims about Network
Associates products in its advertising and on its website.

     In April 2000, Network Associates filed suit against Trend U.S. in the
U.S. Federal District Court for the Northern District of Texas, alleging that
Trend U.S.'s anti-virus software packages, including the Trend Virus Control
System, infringes a Network Associates patent which was issued on February 22,
2000.

     On May 31, 2000, the parties entered into a settlement agreement and cross-
license agreement pursuant to which they agreed to dismiss all outstanding
litigation and to cross-license certain rights in their respective patent
portfolios, among other things. Under the agreements, Network Associates will
pay $12.5 million to Trend U.S. within 60 days in consideration for its patent
license from Trend U.S.

     On June 1, 2000, we filed an Interim Report with the Kanto Finance Bureau
and a notice with the Japan Securities Dealers Association, and issued a press
release, regarding the settlement of the above-mentioned lawsuits. Attached
hereto as Exhibit 1 is an English translation of the Interim Report filed with
the Kanto Finance Bureau.

Item 2.   Announcement of Trend Micro 2000 Incentive Plan

     At our Board of Directors meeting held on June 1, 2000, we adopted the
Trend Micro 2000 Incentive Plan for our and our subsidiaries' employees, under
which we will issue (Yen)5 billion worth of unsecured bonds with detachable
warrants. On June 1, 2000, we filed a securities registration statement with the
Kanto Finance Bureau and a notice with the Japan Securities Dealers Association,
and issued a press release, regarding certain terms of the 2000 Incentive Plan.
Attached hereto as Exhibit 2 is an English version of the press release issued
in Japan.

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<PAGE>

                                   SIGNATURE

     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.

                              TREND MICRO INCORPORATED



                              By:             /s/ Chang Ming-Jang
                                   ---------------------------------------------
                                   Name:      Chang Ming-Jang
                                   Title:     Representative Director;
                                              President, Chief Executive Officer
                                              and Chairman of the Board
                                              (Principal Executive Officer)

Date:  June 1, 2000

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                 EXHIBIT INDEX

                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
Exhibit 1      Trend Micro Interim Report filed with Kanto Finance Bureau      6

Exhibit 2      Press release regarding Trend Micro 2000 Incentive Plan        10
</TABLE>

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