Download As filed with the Securities and Exchange Commission on August 14

As filed with the Securities and Exchange Commission on August 14, 2003
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
O2 MICRO INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
Not applicable
(I.R.S. Employer
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)
O2Micro International Limited 1999 Stock Incentive Plan
(Full Title of Plans)
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)
Copy to:
Justin Bastian, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018
(650) 813-5600
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Ordinary Shares,
$0.001 par value
(1)
Amount to be registered
Proposed
maximum
offering price
per share(1)
Proposed maximum
aggregate offering
price
Amount of
registration fee
1,500,000
$13.635
$20,452,500
$1,654.61
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 1,500,000 shares and (ii) the average of high and low sales
prices, $13.91 and $13.36, respectively, of O2 Micro International Limited’s Ordinary Shares reported on the NASDAQ National Market System on
August 11, 2003.
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.
1
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, 2002, 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 Everlex Law Offices
23.5
Consent of Morrison & Foerster LLP
24.1
Power of Attorney (See page 4)
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 August 13, 2003.
O2 MICRO INTERNATIONAL LIMITED
By: /s/ Sterling Du
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
/s/ Sterling Du
Sterling Du
Capacity
Chief Executive
Officer and Chairman
of the Board
(Principal Executive
Officer)
Date
August 13, 2003
4
/s/ Perry Kuo
Perry Kuo
/s/ James Keim
Chief Financial
Officer and Director
(Principal Financial
and Accounting
Officer)
July 25, 2003
Director
July 25, 2003
Director
July 28, 2003
Director
July 25, 2003
Director
July 25, 2003
Director
July 29, 2003
James Keim
/s/ Michael Austin
Michael Austin
/s/ Lawrence Lin
Lawrence Lin
/s/ Keisuke Yawata
Keisuke Yawata
/s/ Geok Ling Goh
Geok Ling Goh
5
INDEX TO EXHIBITS
Exhibit
Number
Document
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 Everlex Law Offices
23.5
Consent of Morrison & Foerster LLP
24.1
Power of Attorney (See page 4)
6
MAPLES and CALDER
CAYMAN EUROPE ASIA
EXHIBIT 5.1
13th August, 2003
O2 Micro International Limited
Grand Pavilion Commercial Centre, West Bay Road
P.O. Box 32331 SMB, George Town
Grand Cayman, Cayman Islands
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, a Cayman Islands corporation (the
“Company”), with the Securities and Exchange Commission on or about 13th August, 2003 (the “Registration Statement”), relating to the registration under
the Securities Act of 1933, as amended, of 1,500,000 shares of the Company’s Ordinary Share, $0.001 par value (the “Shares”). The Shares are reserved for
issuance pursuant to the Company’s 1999 Stock Incentive Plan. As counsel to the Company, we have examined the corporate authorizations of the Company
in connection with the registration of the Shares.
It is our opinion that the Shares, when issued and sold in the manner described in the Registration Statement and the related Prospectus, will be legally
and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ Maples and Calder
Maples and Calder
EXHIBIT 23.2
INDEPENDENT AUDITORS’ CONSENT
We consent to the incorporation by reference in this Registration Statement of O2 Micro International Limited on Form S-8 of our report dated January 24,
2003, appearing in the Annual Report on Form 20-F of O2 Micro International Limited for the year ended December 31, 2002.
/s/ Deloitte & Touche
Deloitte & Touche
Grand Cayman, Cayman Islands
August 5, 2003
EXHIBIT 23.3
INDEPENDENT AUDITORS’ CONSENT
We consent to the incorporation by reference in this Registration Statement of O2 Micro International Limited on Form S-8 of our report dated January 24,
2002, appearing in the Annual Report on Form 20-F of O2 Micro International Limited for the year ended December 31, 2002.
/s/ Deloitte & Touche
Deloitte & Touche
(T N Soong & Co and Deloitte & Touche Taiwan
Establish Deloitte & Touche Effective June 1, 2003)
Taipei, Taiwan
Republic of China
August 5, 2003
EXHIBIT 23.4
EVERLEX LAW OFFICES
6TH FLOOR, 4 JEN AI ROAD, SECTION 4
TAIPEI. TAIWAN, R.O.C.
O2 Micro International Limited
Grand Pavilion Commercial Centre West Bay Road
Tel: (02) 2325 0055
Fax: (02 2325-0088
P.O. Box 32331 SMB, George Town
Grand Cayman, Cayman Islands
Your Ref:
Our Ref WL:sc
Date:
2002/90097/6
August 13, 2003
Dear Sirs:
We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, a Cayman Islands corporation (the
“Company”), with the Securities and Exchange Commission on or about August 13, 2003 (the “Registration Statement”), relating to the registration under
the Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares of the Company’s Ordinary Share, $0.001 par value (the “Shares”). The Shares are
reserved for issuance pursuant to the Company’s 1999 Stock Incentive Plan.
We consent to all references to us in the Registration Statement and any amendments thereto.
Very truly yours,
EVERLEX Law Offices
/s/ Keating Hsu
Keating Hsu
/s/ Jei-Ru Fang
Jei-Ru Fang
For the Office
MORRISON & FOERSTER LLP
SAN FRANCISCO
LOS ANGELES
WALNUT CREEK
SACRAMENTO
ORANGE COUNTY
SAN DIEGO
DENVER
WASHINGTON, D.C.
ATTORNEYS AT LAW
NEW YORK
BUENOS AIRES
LONDON
BRUSSELS
BEIJING
HONG KONG
SINGAPORE
TOKYO
755 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1018
TELEPHONE (650) 813-5600
TELEFACSIMILE (650) 494-0792
EXHIBIT 23.5
August 12, 2003
O2 Micro International Limited
Grand Pavilion Commercial Centre, West Bay Road
P.O. Box 32331 SMB, George Town
Grand Cayman, Cayman Islands
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by O2 Micro International Limited, a Cayman Islands corporation (the
“Company”), with the Securities and Exchange Commission on or about August 14, 2003 (the “Registration Statement”), relating to the registration under
the Securities Act of 1933, as amended, of an aggregate of 1,500,000 shares of the Company’s Ordinary Share, $0.001 par value (the “Shares”). The Shares are
reserved for issuance pursuant to the Company’s 1999 Stock Incentive Plan.
We consent to all references to us in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP