As filed with the Securities and Exchange Commission on November 25, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICRO INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
(State or Other
Jurisdiction of
Incorporation or Organization)
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Not applicable
(I.R.S.
Employer
Identification Number)
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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)
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Micro International Limited 1999 Stock Incentive Plan
(Full Title of Plans)
Sterling Du
Chief Executive Officer
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Micro International Limited
c/o
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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
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Amount to
be Registered
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Proposed Maximum
Offering
Price
Per Share(1)
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Proposed Maximum
Aggregate
Offering
Price
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Amount of
Registration
Fee
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Ordinary Shares, $0.001 par value
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1,500,000
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$11.76
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$17,640,000
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$1,622.88
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(1)
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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, $12.15 and $11.37, respectively, of O
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Micro International Limiteds Ordinary Shares reported on the NASDAQ National Market System on November 20, 2002.
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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
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Micro International Limited (the Registrant) with the Securities and Exchange Commission
(the Commission) are incorporated by reference herein:
a. The contents of the
Registrants 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 Registrants Annual Report on Form 20-F for the fiscal year ended
December 31, 2001, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act), containing audited financial statements for the Registrants latest fiscal year.
c. The description of the Registrants Ordinary Shares contained in the Registrants 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.
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Item 8. Exhibits.
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5.1
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Opinion of Maples and Calder
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23.1
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Consent of Maples and Calder (contained in Exhibit 5.1)
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23.2
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Consent of T N Soong & Co
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23.3
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Consent of Everlex Law Offices
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23.4
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Consent of Morrison & Foerster LLP
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24.1
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Power of Attorney
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, O
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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 November 22, 2002.
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MICRO INTERNATIONAL LIMITED
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By:
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/s/ STERLING DU
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Sterling Du
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Chief Executive Officer
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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
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Capacity
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Date
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/S/ STERLING DU
Sterling Du
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Chief Executive
Officer and Chairman
of the Board
(Principal Executive Officer)
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November 22, 2002
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4
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/S/ PERRY KUO
Perry Kuo
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Chief Financial
Officer and Director
(Principal Financial
and Accounting
Officer)
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October 30, 2002
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/S/ JAMES KEIM
James Keim
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Director
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October 29, 2002
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/S/ MICHAEL AUSTIN
Michael Austin
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Director
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October 29, 2002
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/S/ SHOJI AKUTSU
Shoji Akutsu
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Director
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November 5, 2002
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/S/ KEISUKE YAWATA
Keisuke Yawata
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Director
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October 30, 2002
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/S/ GEOK LING GOH
Geok Ling Goh
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Director
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October 30, 2002
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INDEX TO EXHIBITS
Exhibit Number
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Document
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5.1
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Opinion of Maples and Calder
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23.1
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Consent of Maples and Calder (contained in Exhibit 5.1)
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23.2
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Consent of T N Soong & Co
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23.3
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Consent of Everlex Law Offices
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23.4
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Consent of Morrison & Foerster LLP
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24.1
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Power of Attorney
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[LETTERHEAD OF MAPLES AND CALDER]
EXHIBIT 5.1
November 22, 2002
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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 O
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Micro International Limited, a Cayman Islands corporation (the
Company), with the Securities and Exchange Commission on or about 22nd November, 2002 (the Registration Statement), relating to the registration under the Securities Act of 1933, as amended, of 1,500,000 shares of the
Companys Ordinary Share, $0.001 par value (the Shares). The Shares are reserved for issuance pursuant to the Companys 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.
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Very truly yours,
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/s/ MAPLES AND CALDER
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Maples and Calder
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EXHIBIT 23.2
TN Soong & Co Letterhead
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration Statement of
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Micro International Limited on Form S-8 of our report dated January 24, 2002, appearing in the Annual
Report on Form 20-F of O
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Micro International Limited for the year ended December 31, 2001.
/S/ T N SOONG & CO.
T N Soong & Co.
Associate Member Firm
of Deloitte Touche Tohmatsu effective April 22, 2002
Former Member Firm of Andersen Worldwide, S.C.
Taipei, Taiwan, Republic of China
November
18, 2002
EXHIBIT 23.3
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EVERLEX LAW OFFICES
6TH FLOOR, 4 JEN AI
ROAD, SECTION 4
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TAIPEI. TAIWAN, R.O.C.
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Micro International Limited
Grand Pavilion Commercial Centre West Bay Road
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Tel: (02) 2325 0055
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P.O. Box 32331 SMB, George Town
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Fax: (02 2325-0088
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Grand Cayman, Cayman Islands
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Your Ref:
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Our Ref
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Date: JN:ac
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November 21, 2002
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Dear Sirs:
We have examined the Registration Statement on Form S-8 to be filed by O
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Micro International Limited, a Cayman Islands corporation (the Company), with the Securities and Exchange Commission on or about November 21, 2002 (the Registration
Statement), relating to the registration under the Securities Act of 1933, as amended, an aggregate of 1,500,000 shares of the Companys Ordinary Share, $0.001 par value (the Shares). The Shares are reserved for issuance
pursuant to the Companys 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
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/S/ WEI TING LEE
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Wei Ting Lee
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/S/ JOSEPHINE Y. LO
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Josephine Y. Lo
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For the Office
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[LETTERHEAD OF MORRISON & FOERSTER LLP]
EXHIBIT 23.4
November 22, 2002
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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 O
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Micro International Limited, a Cayman Islands corporation (the Company), with the Securities and Exchange Commission on November 25, 2002
(the Registration Statement), relating to the registration under the Securities Act of 1933, as amended, of 1,500,000 shares of the Companys Ordinary Share, $0.001 par value (the Shares). The Shares are reserved for
issuance pursuant to the Companys 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
EXHIBIT 24.1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
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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 November 22, 2002.
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MICRO INTERNATIONAL LIMITED
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By:
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/
S
/ S
TERLING
D
U
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Sterling Du
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints 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
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Capacity
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Date
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/s/ S
TERLING
D
U
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Chief Executive Officer and
Chairman of the Board
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Sterling Du
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(Principal Executive Officer)
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November 22, 2002
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/s/ P
ERRY
K
UO
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Chief Financial
Officer and Director
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Perry Kuo
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(Principal Financial
and Accounting
Officer)
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October 30, 2002
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/s/ J
AMES
K
EIM
James Keim
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Director
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October 29, 2002
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/s/ M
ICHAEL
A
USTIN
Michael Austin
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Director
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October 29, 2002
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/s/ S
HOJI
A
KUTSU
Shoji Akutsu
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Director
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November 5, 2002
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/s/ K
EISUKE
Y
AWATA
Keisuke Yawata
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Director
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October 30, 2002
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/s/ G
EOK
L
ING
G
OH
Geok Ling Goh
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Director
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October 30, 2002
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