S-8

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

O₂MICRO 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

O₂Micro International Limited

c/o O₂Micro, 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	Amount to be Registered	Proposed Maximum Offering Price Per Share(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary Shares, $0.001 par value	1,500,000	$11.76	$17,640,000	$1,622.88

(1) 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 O₂Micro International Limited’s Ordinary Shares reported on the NASDAQ National Market System on November 20, 2002.

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 O₂Micro 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, 2001, filed pursuant to Section 13 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 T N Soong & Co
23.3	Consent of Everlex Law Offices
23.4	Consent of Morrison & Foerster LLP
24.1	Power of Attorney

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, O₂Micro 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.

O2MICRO 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	Capacity	Date
/S/ STERLING DU       Sterling Du	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	November 22, 2002

4

/S/ PERRY KUO       Perry Kuo	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	October 30, 2002
/S/ JAMES KEIM       James Keim	Director	October 29, 2002
/S/ MICHAEL AUSTIN       Michael Austin	Director	October 29, 2002
/S/ SHOJI AKUTSU       Shoji Akutsu	Director	November 5, 2002
/S/ KEISUKE YAWATA       Keisuke Yawata	Director	October 30, 2002
/S/ GEOK LING GOH       Geok Ling Goh	Director	October 30, 2002

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 T N Soong & Co
23.3	Consent of Everlex Law Offices
23.4	Consent of Morrison & Foerster LLP
24.1	Power of Attorney

EX-5.1

[LETTERHEAD OF MAPLES AND CALDER]

EXHIBIT 5.1

November 22, 2002

O₂Micro 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 O₂Micro 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 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

EX-23.2

EXHIBIT 23.2

TN Soong & Co Letterhead

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement of O₂Micro International Limited on Form S-8 of our report dated January 24, 2002, appearing in the Annual Report on Form 20-F of O₂Micro 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

EX-23.3

EXHIBIT 23.3

EVERLEX LAW OFFICES

6TH FLOOR, 4 JEN AI ROAD, SECTION 4

TAIPEI. TAIWAN, R.O.C.

O₂Micro International Limited

Grand Pavilion Commercial Centre West Bay Road	Tel: (02) 2325 0055
P.O. Box 32331 SMB, George Town	Fax: (02 2325-0088
Grand Cayman, Cayman Islands	Your Ref:
	Our Ref
	Date: JN:ac
	November 21, 2002

Dear Sirs:

We have examined the Registration Statement on Form S-8 to be filed by O₂Micro 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 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/ WEI TING LEE

Wei Ting Lee

/S/ JOSEPHINE Y. LO

Josephine Y. Lo

For the Office

EX-23.4

[LETTERHEAD OF MORRISON & FOERSTER LLP]

EXHIBIT 23.4

November 22, 2002

O₂Micro 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 O₂Micro 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 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

EX-24.1

EXHIBIT 24.1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, O₂Micro 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.

O2MICRO INTERNATIONAL LIMITED
By:	/S/    STERLING DU
	Sterling Du
	Chief Executive Officer

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	Capacity	Date
/s/    STERLING DU	Chief Executive Officer and Chairman of the Board
Sterling Du	(Principal Executive Officer)	November 22, 2002

/s/    PERRY KUO	Chief Financial Officer and Director
Perry Kuo	(Principal Financial and Accounting Officer)	October 30, 2002
/s/    JAMES KEIM                  James Keim	Director	October 29, 2002
/s/    MICHAEL AUSTIN                  Michael Austin	Director	October 29, 2002
/s/    SHOJI AKUTSU                 Shoji Akutsu	Director	November 5, 2002
/s/    KEISUKE YAWATA               Keisuke Yawata	Director	October 30, 2002
/s/    GEOK LING GOH                  Geok Ling Goh	Director	October 30, 2002