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 April 2006
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:
The
Board
of Directors of O2Micro International Limited (the “Company”) has called the
Company’s Annual General Meeting of Shareholders to be held on June 15, 2006 at
the offices of Maples and Calder, Ugland House, South Church Street, George
Town, Grand Cayman, Cayman Islands at 2:00 pm local time. The purpose of the
Annual General Meeting is to approve the following proposals:
PROPOSAL
NO. 1
That
each
of James Elvin Keim and Lawrence Lai-Fu Lin be elected as Class II Directors
to
hold office until the Annual General Meeting of Shareholders to be held in
2009
and until their respective successors are elected and duly qualified, or until
such director's earlier resignation or removal.
PROPOSAL
NO. 2
That
the
Company renew the general mandate (the “Sale Mandate”) to allot, issue and deal
with such number of unissued Ordinary Shares not exceeding the sum
of:
(i)
20%
of the total nominal amount of the share capital of the Company in issue and
to
be issued; and
(ii)
the
total amount of the share capital of the Company repurchased by us (if any)
pursuant to the repurchase mandate (described in Proposal No. 3 below) following
the grant of the Sale Mandate;
with
the
Board of Directors having the authority to fix the number of shares to be
repurchased, as well as the price and other terms of any repurchase, as
determined by the Board of Directors in its discretion from time to
time.
PROPOSAL
NO. 3
That
the
Company renew the general mandate to exercise all the powers of the Company
to
repurchase such number of Ordinary Shares not exceeding 10% of the total nominal
amount of the share capital of the Company in issue and to be
issued.
PROPOSAL
NO. 4
That
the
Company's financial statements and the auditors' report for the fiscal year
ended December 31, 2005 be approved and adopted.
PROPOSAL
NO. 5
That
the
appointment of Deloitte & Touche as independent auditors for the fiscal year
of 2006 be approved and ratified.
The
Letter from the Chairman, Notice of Annual General Meeting, Proxy Statement,
form of Proxy Card and form of ADR Voting Instruction Card relating to the
annual general meeting of shareholders is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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2.
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Exhibits
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Exhibits:
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The
Exhibit Index attached hereto is hereby incorporated by reference to this Item.
(b)
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Title
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99.1
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Letter
from the Chairman, Notice of Annual General Meeting, Proxy Statement,
form
of Proxy Card and form of ADR Voting Instruction Card
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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.
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O2MICRO
INTERNATIONAL LIMITED
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May 12,
2006
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By:
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/s/
Sterling Du
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Sterling
Du
Chief
Executive Officer
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