Securities and exchange commission


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 20-F

 

(Mark One)

 

     ¨

 

Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

or

 

     x

 

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

or

 

     ¨

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

or

 

     ¨

 

Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of event requiring this shell company report                                                          

 

Commission file number: 0-30910

 

 

O2MICRO INTERNATIONAL LIMITED

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

The Cayman Islands

(Jurisdiction of Incorporation or Organization)

 

Grand Pavilion Commercial Centre, West Bay Road

P.O. Box 32331 Grand Cayman KY1-1209, Cayman Islands

(Address of Principal Executive Offices)

 
Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of Each Class

 

  

  

Name of Each Exchange On Which Registered

 

 

 

American Depositary Shares

 

 

  

NASDAQ Global Select Market

 

 

 

Ordinary Shares, par value $0.00002 per share

 

 

  

The Stock Exchange of Hong Kong Limited

Cayman Islands Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

 

None

 

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

 

None

 

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

 

As of December 31, 2008, there were 1,832,788,400 ordinary shares, par value US$0.00002 per share, outstanding.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No    x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes   ¨     No   x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes   ¨     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                 Accelerated filer  x                 Non-accelerated filer  ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

 

 

 

 

U.S. GAAP  x                    

  

International Financial Reporting Standards as issued

    by the International Accounting Standards Board  ¨

  

Other  ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.      Item 17   ¨     Item 18   ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

 

 

 
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

 

  

PART I

  

 

 

 

 

Item 1.

  

Identity of Directors, Senior Management and Advisors

  

4

Item 2.

  

Offer Statistics and Expected Timetable

  

4

Item 3.

  

Key Information

  

4

Item 4.

  

Information on the Company

  

13

Item 4A.

  

Unresolved Staff Comments

  

19

Item 5.

  

Operating and Financial Review and Prospects

  

20

Item 6.

  

Directors, Senior Management and Employees

  

28

Item 7.

  

Major Shareholders and Related Party Transactions

  

33

Item 8.

  

Financial Information

  

34

Item 9.

  

The Offer and Listing

  

34

Item 10.

  

Additional Information

  

35

Item 11.

  

Quantitative and Qualitative Disclosures About Market Risk

  

43

Item 12.

  

Description of Securities Other Than Equity Securities

  

43

 

 

 

 

  

PART II

  

 

 

 

 

Item 13.

  

Defaults, Dividend Arrearages and Delinquencies

  

43

Item 14.

  

Material Modifications to the Rights of Security Holders and Use of Proceeds

  

43

Item 15.

  

Controls and Procedures

  

44

Item 16A

  

Audit Committee Financial Expert

  

45

Item 16B

  

Code of Ethics

  

45

Item 16C

  

Principal Accountant Fees and Services

  

45

Item 16D

  

Exemption from the Listing Standards for Audit Committee

  

46

Item 16E

  

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  

46

Item 16G

  

Corporate Governance

  

47

 

 

 

 

  

PART III

  

 

 

 

 

Item 17.

  

Financial Statements

  

48

Item 18.

  

Financial Statements

  

48

Item 19.

  

Exhibits

  

48

Index to Consolidated Financial Statements

  

F-1

 

 

 

Signatures

  

 

  

 

 

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Table of Contents

Certain Definitions and Conventions

In this Annual Report on Form 20-F (“Annual Report”), references to “$” and “dollars” are to United States dollars. Percentages and certain amounts contained herein have been rounded for ease of presentation. Any discrepancies in any table between totals and the sums of amounts listed are due to rounding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expects,” “should,” “could,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms and other comparable terminology. These forward-looking statements include, without limitation, statements regarding our expectation to increase expenses for personnel and new product development, to protect our technology and to expand our product offerings, our anticipation that sales to a relatively small number of customers will continue to account for significant portion of net sales, our expectation that non-U.S. operations and sales will continue to grow and account for a substantial percentage of our net sales, our statements regarding the growing popularity of thinner displays, mobile computing and portable devices, and the emergence and continued development of the Internet and wireless communications networks, our belief that we participate in large and growing markets, our belief that potential future growth in the LCD television market, especially units with larger-size panels, represents an attractive growth opportunity for us, our belief that manufacturers are turning to innovative new semiconductor technologies to manage the available power source capacity more efficiently, our belief that there is an increasing need for higher levels of system integration, our belief in the need for mixed-signal and analog integrated circuits specifically designed to optimize the power system usage in devices, our belief in the need to use advanced design methodologies to allow manufacturers to achieve rapid time-to-market with their new products, our expectation that our markets will be dominated by a small number of major brand name companies, our expectation that we will experience the highest sales volume in the third and fourth quarter of each year, our ability to develop and introduce products in a timely manner to meet customer demands, our expectation that analog and mixed-signal circuits have substantially longer life-cycles than digital integrated circuits, our ability to take advantage of cost-efficiencies associated with the “fabless” semiconductor business model, that we expect that our gross profit as a percentage of net sales will continue to fluctuate in the future as a result of the stages of our products in their life cycles, variations in our product mix, the timing of our product introductions and specific product manufacturing costs, our future gross profit, our expectation that gross margin on products we sell will typically decline over the life of the products, our expectation that research and development expenses as a percentage of net sales will continue to fluctuate, our expectation to continue development of innovative technologies and processes, and continued expansion and investment of our engineering, research and development resources, our expectation to continue to invest significant resources into research and development in the future, our expectations regarding the outcome of litigation matters, our belief that our cash generated from operations, together with the liquidity provided by existing cash, cash equivalents balances and short-term investment will be sufficient to meet our capital requirements for at least the next 12 months, our belief that our research and development staffing will increase in the next 12 months primarily due to expansion of existing design centers, our intention to continue expanding research and development operations, our intention to expand the scope of our international operations, our expectation that semiconductor companies will increasingly be subject to infringement claims as the number of products and competitors in the semiconductor industry grows, our belief that we operate in compliance with all applicable transfer pricing laws in all of the jurisdictions in which we operate, our anticipation that we will not declare any dividend in the foreseeable future, our belief that our system-level expertise and extensive experience with power management systems allow us to develop proprietary solutions and foster long-term relationships with our customers, our intention to continue to evaluate additional investment opportunities in our supply chain, our belief that our current facilities are adequate for our needs for the foreseeable future, and that any additional space required will be available to us on commercially reasonable terms, our expectation that our results of operations or cash flows will not be affected to any significant degree by a sudden short-term change in market interest rates, our statements regarding the effect of adoption of certain accounting policies, our statements regarding the withdrawal of ordinary shares on the Main Board of the Stock Exchange of Hong Kong Limited (“SEHK”), that we expect to retain our existing primary listing of American Depositary Share (“ADS”) on the NASDAQ Global Select Market (“NASDAQ”) in the United States for the foreseeable future, and that we expect that we may or may not have litigation income for the foreseeable future. These forward-looking statements are based on our current assumptions and beliefs in light of the information currently available to us. Actual results, levels of activity, performance or achievements may differ materially from those expressed or implied in these forward-looking statements for a variety of reasons, including: changes in demand for devices that use our products; market conditions in the semiconductor industry and the economy as a whole; the stages of our products in their life cycles, variations, expansions or reductions in the mix of our product offerings, the timing of our product introductions, specific product manufacturing costs, increased competition, introduction of new competing technologies and the increase of unexpected expenses, and such other factors discussed under “Key Information - Risk Factors,” “Operating and Financial Review and Prospects” and elsewhere in this Annual Report. We assume no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements which apply only as of the date of this Annual Report.

 

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