UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
O2MICRO INTERNATIONAL LIMITED
(Exact name of Registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Grand Pavilion Commercial Centre
West Bay Road
P.O. Box 32331 SMB
George Town
Grand Cayman
Cayman Islands
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of exchange on which each class is to be registered | |
| None | None |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ¨
If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. x
Securities Act registration statement file number to which this Form relates: 333-12386.
Securities to be registered pursuant to Section 12(g) of the Act:
| Title of each class to be so registered |
Name of exchange on which each class is to be registered | |
| Ordinary Shares, par value US$0.00002 per share | Nasdaq National Market* |
* Not for trading in the United States, but only in connection with the quotation on the Nasdaq National Market of American Depositary Shares. The American Depositary Shares represent the Ordinary Shares and have been registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the Ordinary Shares are exempt from registration under Section 12(g) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g3-2(c) thereunder.
| Item 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED | ||
A description of the Ordinary Shares and American Depositary Shares is incorporated herein by reference to the sections entitled “Description of Ordinary Shares” and “Description of American Depositary Receipts” of the Registrant’s Registration Statement on Form F-3 (File No. 333-129060), as amended from time to time (the “F-3 Registration Statement”), originally filed by the Registrant with the Securities and Exchange Commission on October 17, 2005 under the Securities Act of 1933, as amended.
| Item 2. EXHIBITS | ||
The documents listed below are filed as exhibits to this registration statement.
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Memorandum and Articles of Association of the Registrant* | |
| 4.2 | Specimen copy of share certificate of the Registrant** | |
| 4.3 | Form of Deposit Agreement among the registrant, The Bank of New York, as depositary, and owners and beneficial owners of American Depositary Receipts issued thereunder† | |
| 4.4 | Specimen American Depositary Receipt† | |
| * | Incorporated herein by reference from Exhibit 99.2 to the Report on Form 6-K filed on October 17, 2005. |
| ** | Incorporated herein by reference from Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form 8-A filed on November 23, 2005. |
| † | Incorporated herein by reference from Exhibit 1 to the Registration Statement on Form F-6 filed on November 7, 2005. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| O2MICRO INTERNATIONAL LIMITED | ||||
| March 2, 2006 | By: | /s/ Sterling Du | ||
| Sterling Du Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Amended and Restated Memorandum and Articles of Association of the Registrant* | |
| 4.2 | Specimen copy of share certificate of the Registrant** | |
| 4.3 | Form of Deposit Agreement among the registrant, The Bank of New York, as depositary, and owners and beneficial owners of American Depositary Receipts issued thereunder† | |
| 4.4 | Specimen American Depositary Receipt† | |
| * | Incorporated herein by reference from Exhibit 99.2 to the Report on Form 6-K filed on October 17, 2005. |
| ** | Incorporated herein by reference from Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form 8-A filed on November 23, 2005. |
| † | Incorporated herein by reference from Exhibit 1 to the Registration Statement on Form F-6 filed on November 7, 2005. |