Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of May 2007
 
Commission file number: 000-30910
 
 
O2MICRO INTERNATIONAL LIMITED
(Translation of registrant’s name into English)
 
 
Grand Pavilion Commercial Centre, West Bay Road
P.O. Box 32331 SMB, George Town
Grand Cayman, Cayman Islands
(Address of principal executive office)
 
 
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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨ 
 
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
 
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):  ¨ 
 
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
 
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-              

 
 
 
 
Information furnished on this Form 6-K:
 
1.
Other Events
 
On May 2, 2007, O2 Micro International Limited (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2007. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2.
Exhibits
 
(a) Exhibits:
 
The Exhibit Index attached hereto is hereby incorporated by reference to this Item.
 
(b)
 
EXHIBIT INDEX
 
     
Exhibit
Number
  
Exhibit Title
   
99.1
  
Press release announcing financial results for the first quarter ended March 31, 2007.
 
 
 
 

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.
 
         
 
 
O2MICRO INTERNATIONAL LIMITED
     
May 18, 2007
 
By:
 
  
 
 
  
 
Sterling Du
Chief Executive Officer


 
 
 

 
O2Micro(R) Reports First Quarter Financial Results
 
Wednesday May 2, 4:00 pm ET 
 
First Quarter Net Sales up 20% Over Prior Year 
 
Outlook for Growth in All Key Markets 
 
GEORGE TOWN, Grand Cayman, May 2 /PRNewswire-FirstCall/ -- O2Micro® International Limited (Nasdaq: OIIM - News; SEHK: 0457 - News), a leading supplier of innovative power management, and security components and systems, reported its financial results today for the first quarter ended March 31, 2007.
 
Net sales for the first quarter of 2007 were $35.0 million, which was down 4% from the preceding quarter, but up more than 20% from the first quarter of the prior year. First quarter net sales reflected a normal seasonal slowdown and the impact of the Chinese New Year.
 
First quarter research and development (R&D) expenditures were $8.0 million or 23% of net sales. The Company now employs over 605 engineers working on R&D worldwide. In the first quarter, O2Micro's intellectual properties (IP) portfolio expanded by 10%, with the granting of 27 new patents and their related claims.
 
Net income for the first quarter of 2007 was $99,000 or zero cents per fully diluted American Depositary Share (ADS). First quarter net income was reduced by pre-tax litigation expense of $3.3 million and $602,000 of pre-tax stock-based compensation.
 
Sterling Du, Chairman and CEO of O2Micro, commented, "Demand for improved battery efficiency, better graphics, larger LCD displays and LCD HDTV are all benefiting O2Micro. We are very encouraged by our position in the notebook computer and hand-held electronics markets. As a result, the Company expects sales to grow 6 to 10% in the second quarter of 2007 as compared to the first quarter."
 
Mr. Du added, "The Company's long-term strategy is clear. O2Micro will continue to leverage its large portfolio of IP and the benefits of the patent protection program are now becoming apparent. In addition, we are using our significant pool of engineering resources to develop new products and to secure additional design wins with world-class manufacturers, many of which are based in Asia."
 
Conference Call: O2Micro will hold its first quarter conference call today at 2:00 p.m. PST, 5:00 p.m. EST, and 5:00 a.m. (May 3, 2007) Hong Kong time. You may participate using the following dial-in information.
 
In the US and CANADA:
 866-409-1555,
pass code
#
6475249
In HONG KONG:
 800-965-503,
pass code
#
6475249
Other INTERNATIONAL participants:
 913-312-1235,
pass code
#
6475249
 
A replay of the call will be available by phone until May 9th using the following dial-in information.
 
In the US and CANADA:
 888-203-1112,
pass code
#
6475249
In HONG KONG:
 800-908-709,
pass code
#
6475249
Other INTERNATIONAL participants:
 719-457-0820,
pass code
#
6475249

A live simulcast will also be available on the company website at www.o2micro.com, and an online replay will be available on the website for one week.
 
About O2Micro
 
Founded in April 1995, O2Micro develops and markets innovative power management, and security components and systems for the Computer, Consumer, Industrial, and Communications markets. Products include Intelligent Lighting, Battery Management, Power Management, SmartCardBus® and Security products, such as VPN/Firewall system solutions.
 
O2Micro International maintains an extensive portfolio of intellectual property with 7,211 patent claims granted, and over 8,000 more pending. The company maintains offices worldwide. Additional company and product information can be found on the company website at www.o2micro.com.
 
O2Micro, the O2Micro logo, SmartCardBus and combinations thereof are registered trademarks of O2Micro. All other trademarks are the property of their respective owners.
 
 
 
 
 
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. They include statements regarding O2Micro's future growth, long term profitability, increases in shareholder value, expansion of O2Micro's product and patent portfolios, legal expenditures, litigation activity and other statements regarding O2Micro's or management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future. Such statements involve risks and uncertainties that may cause actual results to differ materially from those set forth in these statements. Factors that could cause actual results to differ materially include risks and uncertainties such as reduced demand for products of electronic equipment manufacturers which include O2Micro's products due to adverse economic conditions in general or specifically affecting O2Micro's markets, technical difficulties and delays in the development process, and errors in the products. You are also referred to the Form F-1 in connection with the company's initial public offering in August 2000, Form F-3 in connection with the company's public offering in November 2001, and the annual reports on Form 20-F, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. The company assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Contact Information:
Mitchell Benus
Director of Investor Relations, O2Micro
Phone: 408.332.1749
Email: mitchell.benus@o2micro.com 
 
 
O2Micro International Limited and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In Thousand U.S. Dollars, Except Per Share Amounts)

   
Three Months Ended
  
   
March 31
  
   
2007
  
 2006
  
NET SALES
  
$
35,037
  
$
29,109
  
               
COST OF SALES
    
15,922
    
12,807
  
               
GROSS PROFIT
    
19,115
    
16,302
  
               
OPERATING EXPENSES
              
Research and development (a)
    
7,954
    
7,116
  
Selling, general and
              
 administrative (a)
    
8,128
    
6,584
  
Patent related litigation
    
3,255
    
2,261
  
Total Operating Expenses
    
19,337
    
15,961
  
               
(LOSS) INCOME FROM OPERATIONS
    
(222
)
  
341
  
               
NON-OPERATING INCOME
              
Interest income
    
814
    
899
  
Foreign exchange gain (loss)
    
(256
)
  
31
  
Other - net
    
2
    
43
  
Total Non-operating Income
    
560
    
973
  
               
INCOME BEFORE INCOME TAX
    
338
    
1,314
  
               
INCOME TAX EXPENSE
    
239
    
283
  
               
NET INCOME
    
99
    
1,031
  
               
OTHER COMPREHENSIVE INCOME
              
Foreign currency translation adjustments
    
(11
)
  
230
  
Unrealized gain (loss) on
              
 available-for-sale securities
    
707
    
(85
)
Total Other Comprehensive Income
    
696
    
145
  
               
COMPREHENSIVE INCOME
  
$
795
  
$
1,176
  
               
EARNINGS PER SHARE:
              
Basic
  
$
0.0001
  
$
0.0005
  
Diluted
  
$
0.0001
  
$
0.0005
  
               
EARNINGS PER ADS
              
Basic
  
$
-
  
$
0.03
  
Diluted
  
$
-
  
$
0.03
  
SHARES USED IN EARNINGS PER SHARE
              
           
 CALCULATION:
          
Basic (in thousands)
    
1,907,216
    
1,963,634
  
Diluted (in thousands)
    
1,914,363
    
1,994,263
  
               
ADS UNITS USED IN EARNINGS PER ADS
              
 CALCULATION:
              
Basic (in thousands)
    
38,144
    
39,273
  
Diluted (in thousands)
    
38,287
    
39,885
  
               
(a) INCLUDES STOCK-BASED
              
 COMPENSATION CHARGE AS FOLLOWS:
              
Research and development
  
$
252
  
$
328
  
Selling, general and administrative
  
$
350
  
$
361
  
 
 
 
 
 
 O2Micro International Limited and Subsidiaries
Consolidated Balance Sheets
(In Thousand U.S. Dollars, Except Share Amounts)
 
      
   
March 31,
  
December 31,
  
   
2007
  
2006
  
A S S E T S
  
Unaudited
      
           
CURRENT ASSETS
          
Cash and cash equivalents
  
$
39,319
  
$
45,438
  
Restricted cash
    
7,927
    
8,342
  
Short-term investments
    
21,889
    
19,697
  
Accounts receivable - net
    
23,022
    
18,987
  
Inventories
    
15,192
    
14,076
  
Prepaid expenses and other current assets
    
7,451
    
7,379
  
Total Current Assets
    
114,800
    
113,919
  
               
LONG-TERM INVESTMENTS
    
24,760
    
24,059
  
               
PROPERTY AND EQUIPMENT - NET
    
42,234
    
41,427
  
               
OTHER ASSETS
              
Restricted assets - net
    
13, 960
    
14,540
  
Other Assets
    
3,195
    
3,075
  
               
TOTAL ASSETS
  
$
198,949
  
$
197,020
  
               
LIABILITIES AND SHAREHOLDERS' EQUITY
              
CURRENT LIABILITIES
              
Notes and accounts payable
  
$
10,543
  
$
9,851
  
Income tax payable
    
902
    
991
  
Accrued expenses and other current
    
12,391
    
12,212
  
 liabilities
              
Total Current Liabilities
    
23,836
    
23,054
  
               
OTHER LONG-TERM LIABILITIES
              
Accrued pension liabilities
    
441
    
455
  
Long-term Interpretation 48 tax liabilities
    
117
    
-
  
               
Total Liabilities
    
24,394
    
23,509
  
               
COMMITMENTS AND CONTINGENCIES
              
               
SHAREHOLDERS' EQUITY
              
Preference shares at $0.00002 par value
              
 per share
              
 Authorized - 250,000,000 shares
    
-
    
-
  
Ordinary shares at $0.00002 par value
              
 per share
              
 Authorized - 4,750,000,000 shares
              
 Issued -1,904,990,200 and
              
 1,906,969,950 shares as of
              
 March 31, 2007 and December 31,
              
 2006, respectively
    
38
    
38
  
Additional paid-in capital
    
140,777
    
140,224
  
Retained earnings
    
33,672
    
33,877
  
Accumulated other comprehensive income (loss)
    
68
    
(628
)
Total Shareholders' Equity
    
174,555
    
173,511
  
               
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  
$
198,949
  
$
197,020