As filed with the Securities and Exchange Commission on June 17, 2004
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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O2 MICRO INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands Not applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
Grand Pavilion Commercial Centre, West Bay Road
P.O. Box 32331, SMB, George Town
Grand Cayman, Cayman Islands
(Address of Principal Executive Offices)(ZIP Code)
O2 Micro International Limited 1999 Stock Incentive Plan
(Full Title of Plans)
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Sterling Du
Chief Executive Officer
O2 Micro International Limited
c/o O2 Micro, Inc.
3118 Patrick Henry Drive
Santa Clara, California 95054
(408) 987-5920
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
Justin Bastian, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(650) 813-5600
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE FEE
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Ordinary Shares, $0.001 par value 1,000,000 $ 15.72 $ 15,720,000 $ 1,991.72
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(1) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended. The calculation of the proposed
maximum aggregate offering price has been based on (i) registration
hereunder of an aggregate of 1,000,000 shares and (ii) the average of
high and low sales prices, $16.05 and $15.39, respectively, of O2 Micro
International Limited's Ordinary Shares reported on the NASDAQ National
Market System on June 14, 2004.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I of
Form S-8 (plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by O2 Micro International Limited (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
a. The contents of the Registrant's Registration Statement on Form
S-8, Commission File No. 333-12672, including exhibits thereto, are hereby
incorporated by reference into this Registration Statement, except as the same
may be modified by the incorporation set forth herein.
b. The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2003, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited
financial statements for the Registrant's latest fiscal year.
c. The description of the Registrant's Ordinary Shares contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission on
August 16, 2000, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement,
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
2
ITEM 8. EXHIBITS.
5.1 Opinion of Maples and Calder
23.1 Consent of Maples and Calder (contained in Exhibit 5.1)
23.2 Consent of Deloitte & Touche
23.3 Consent of Deloitte & Touche
23.4 Consent of Morrison & Foerster LLP
24.1 Power of Attorney
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, O2 Micro International Limited, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Santa Clara, State of
California, on June 16, 2004.
O2 MICRO INTERNATIONAL LIMITED
By: /s/ Sterling Du
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Sterling Du
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Sterling Du as his or her true and lawful attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming the said
attorneys-in-fact or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
-------------------------- ---------------------------- ----------------
Chief Executive Officer and
/s/ Sterling Du Chairman of the Board June 16, 2004
-------------------------- (Principal Executive
Sterling Du Officer)
4
/s/ Perry Kuo Chief Financial Officer and June 16, 2004
-------------------------- Director (Principal
Perry Kuo Financial and Accounting
Officer)
/s/ James Keim Director June 15, 2004
--------------------------
James Keim
/s/ Michael Austin Director June 13, 2004
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Michael Austin
/s/ Lawrence Lin Director June 14, 2004
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Lawrence Lin
/s/ Keisuke Yawata Director June 14, 2004
--------------------------
Keisuke Yawata
/s/ Geok Ling Goh Director June 15, 2004
--------------------------
Geok Ling Goh
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
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5.1 Opinion of Maples and Calder
23.1 Consent of Maples and Calder (contained in Exhibit 5.1)
23.2 Consent of Deloitte & Touche
23.3 Consent of Deloitte & Touche
23.4 Consent of Morrison & Foerster LLP
24.1 Power of Attorney