-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G4EPhhlJWEwpOv/PI4K2a/TM97SA0VdckVxObE73m/q0Gaf9EOnExCTTqI7CFARU m8c9WoJNlCSj30FfzgFfww== 0001172661-09-001440.txt : 20091014 0001172661-09-001440.hdr.sgml : 20091014 20091014151718 ACCESSION NUMBER: 0001172661-09-001440 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091014 DATE AS OF CHANGE: 20091014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: O2MICRO INTERNATIONAL LTD CENTRAL INDEX KEY: 0001095348 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61085 FILM NUMBER: 091119061 BUSINESS ADDRESS: STREET 1: THE GRAND PAVILLION STREET 2: WEST BAY ROAD PO BOX 32331 SMB CITY: GEORGE TOWN, GR CAY STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRIVIUM CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001260411 IRS NUMBER: 481257070 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 600 LEXINGTON AVENUE STREET 2: 23RD FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 715-3140 MAIL ADDRESS: STREET 1: 600 LEXINGTON AVENUE STREET 2: 23RD FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 oiim101409.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3) O2Micro International Limited (Name of Issuer) American Depositary Receipts Representing Ordinary Shares (Title of Class of Securities) 67107W100 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 67107W100 1. Names of Reporting Person I.R.S. Identification Nos. of above person Trivium Capital Management, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person IA CUSIP No. 67107W100 1. Names of Reporting Person I.R.S. Identification Nos. of above person Trivium Offshore Fund, Ltd. 2. Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Grand Cayman, British West Indies 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person OO Item 1. (a) Issuer: O2Micro International Limited 1. Address: Grand Pavilion Commercial Centre, West Bay Road P.O. Box 32331 SMB, George Town Grand Cayman, Cayman Islands Item 2. (a) Name of Person Filing: Trivium Capital Management, LLC. Trivium Offshore Fund, Ltd. (b) Address of Principal Business Offices: Trivium Capital Management, LLC. 600 Lexington Avenue, 23rd Floor New York, NY 10022 United States Trivium Offshore Fund, Ltd. c/o Citco Fund Services (Bermuda) Limited Washington Mall West, 2nd Floor 7 Reid Street Hamilton HM11, Bermuda (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common stock (e) CUSIP Number: 67107W100 Item 3. Trivium Capital Management, LLC. is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 14, 2009 Trivium Capital Management, LLC. By: /s/ Ward Davis -------------------------- Name: Ward Davis Title: Principal Trivium Offshore Fund, Ltd. By: /s/ Ward Davis -------------------------- Name: Ward Davis Title: Principal JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated October 14, 2009, (the "Schedule 13G/A"), with respect to the Common Stock of O2Micro International Limited is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of October 2009. Trivium Capital Management, LLC By: /s/ Ward Davis -------------------------- Name: Ward Davis Title: Principal Trivium Offshore Fund Ltd. By: /s/ Ward Davis -------------------------- Name: Ward Davis Title: Principal -----END PRIVACY-ENHANCED MESSAGE-----