UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2008
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-
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Information furnished on this Form 6-K:
1. Other Events
On April 29, 2008, O2Micro International Limited (the "Company") issued its
Annual Report for the year ended December 31, 2007, a copy of which is attached
hereto as Exhibit 99.1 and incorporated herein by reference. On May 2, 2008, the
Company began distribution of such Annual Report, Annual Report insert, proxy
statement and proxy card to the shareholders for the annual shareholders'
meeting to be held on June 5, 2008. A copy of the Annual Report insert, proxy
statement and proxy card is attached hereto as Exhibit 99.2, Exhibit 99.3 and
Exhibit 99.4, respectively. Each is incorporated herein by reference.
2. Exhibits
(a) Exhibits:
The Exhibit Index attached hereto is hereby incorporated by reference to this
Item.
(b)
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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99.1 2007 Annual Report
99.2 2007 Annual Report insert
99.3 Proxy Statement for the annual shareholders' meeting to be held on June 5, 2008
99.4 Proxy Card for the annual shareholders' meeting to be held on June 5, 2008
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.
O2MICRO INTERNATIONAL LIMITED
June 19, 2008 By: /s/ Sterling Du
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Sterling Du
Chief Executive Officer