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 January 2019

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

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of 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. 


On January 30, 2019, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(c) Exhibit 99.1. Press release dated January 30, 2019


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    
  (Registrant)
   
  
Date: January 30, 2019     /s/ Sterling Du    
  Sterling Du
  Chief Executive Officer
  
EdgarFiling

EXHIBIT 99.1

O2Micro Reports Fourth Quarter 2018 Financial Results

GEORGE TOWN, Grand Cayman, Jan. 30, 2019 (GLOBE NEWSWIRE) --

Operational and Strategic Highlights:

O2Micro® International Limited (NASDAQ: OIIM), a global leader in the design, development and marketing of high-performance integrated circuits and solutions, reported its financial results today for the fourth quarter ending December 31, 2018.

Financial Highlights for the Fourth Quarter ending December 31, 2018:
O2Micro International Limited (the “Company”) reported Q4 2018 revenue of $16.6 million. Revenue was down 1.4% sequentially, and up 9.0% from the same quarter in the previous year. The gross margin in the fourth quarter of 2018 was 50.3%, which was down from 50.5% in the prior quarter, and down from 50.5% in the fourth quarter of 2017. The gross margin remains in our target range and varies primarily with the quarterly revenue and product mix. During the fourth quarter of 2018, the Company recorded total GAAP operating expenses of $10.4 million, compared to $10.2 million in the third quarter of 2018, and $9.4 million in the year-ago Q4 period. The GAAP operating margins for the fourth quarter of 2018, the third quarter of 2018, and fourth quarter of 2017 were (12.4%), (10.1%), and (11.5%), respectively.

GAAP net loss was $3.1 million in Q4 2018. This compares to a GAAP net loss of $3.5 million in the third quarter of 2018 and a GAAP net loss of $1.9 million in Q4 2017. GAAP net loss per fully diluted ADS was $0.12 in Q4 2018. This compares to a GAAP net loss per fully diluted ADS of $0.13 in Q3 2018 and a GAAP net loss per fully diluted ADS of $0.07 in Q4 2017.

Supplementary Data:
The Company ended the fourth quarter of 2018 with $38.6 million in unrestricted cash and short-term investments or $1.49 per outstanding ADS. The accounts receivable balance was $11.4 million and represented 62 days sales outstanding at the end of Q4 2018. Inventory was $10.3 million or 111 days and turned over 3.3 times during Q4 2018. As of December 31, 2018, the Company had $53.4 million in working capital and the book value was $79.0 million, or $3.04 per outstanding ADS. As of December31, 2018, O2Micro International Limited had a total of 400 employees worldwide, including 256 engineers.

Management Commentary:
"Our primary growth drivers continue to show promise and projected growth into 2019. Our TV products have had increased design wins and our battery products show increased adoption and promise with new and existing customers supporting automotive, power tools, IOT and household appliance sectors. Our smartphone products, although still breaking into the market, see considerable growth opportunities," said Sterling Du, O2Micro’s Chairman and CEO. “We believe our solutions and design wins for these product segments will provide for ongoing growth in a dynamic consumer market and lead O2Micro back to long term profitability.”

Conference Call:
O2Micro will hold its fourth quarter conference call today, January 30, 2019, at 6:00AM. Pacific, 9:00AM Eastern. You may participate using the following dial-in information.

Conference Code:  5810328
Participants, Int'l Toll:  +1 334-323-0522
Participants, US/CAN:  877-260-1479
The Call-in Audio Replay will be available from January 30th, 2019 12:00 Eastern Time (US & Canada) (UTC-05:00) through February, 06 2019 12:00 Eastern Time (US & Canada) (UTC-05:00).

A live webcast will also be available on the Company's website at http://ir.o2micro.com, and an online replay will be available on the website for one week.

About O2Micro:
Founded in April 1995, O2Micro develops and markets innovative power management components for the Computer, Consumer, Industrial, Automotive and Communications markets. Products include LED General Lighting, Backlighting, Battery Management, and Power Management. The Company maintains offices worldwide. Additional Company and product information can be found on the Company website at www.o2micro.com.

O2Micro, the O2Micro logo, and combinations thereof are registered trademarks of O2Micro. All other trademarks or registered trademarks are the property of their respective owners.

Statements made in this release that are not historical, including statements regarding O2Micro or its management's intentions, hopes, beliefs, expectations, representations, projections, plans or predictions of the future, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal Securities Laws. Such statements involve risks, speculation and uncertainties that may cause actual results to differ materially from those set forth in these statements or from management's current views and expectations. Risks and uncertainties in this release may include, without limitation, any one or combination of the following: the effect of competitive and economic factors; real property value fluctuations and market demand; legal changes in any relevant rules and regulations pertaining to O2Micro's business; changes in technology and industry standards, and O2Micro's reaction to those factors; consumer and business buying decisions with respect to our customers' products incorporating O2Micro's products; continued competitive pressures in the marketplace; the ability of O2Micro to deliver to the marketplace, and stimulate customer demand therein, for new products and technological innovations on a timely basis; the effect that product introductions and transitions, changes in product pricing or mix, and/or increases in component costs could have on O2Micro's gross margins; the inventory risk associated with O2Micro's need to order, or commit to order, product components and product capacity in advance of forecast customer orders; the continued availability of acceptable terms of certain components and services essential to O2Micro's business which are currently obtained by the Company from sole or limited sources; the effect that O2Micro's dependency on manufacturing and logistics services provided by third parties may have on the quality, quantity, availability or cost of products manufactured or services rendered; risks associated with O2Micro's international operations; the potential impact of a finding that O2Micro has infringed on the intellectual property rights of others, or that any third party may have infringed on O2Micro's intellectual property that may negatively affect O2Micro's business; O2Micro's legal classifications with governmental and regulatory agencies; O2Micro's dependency on the performance of distributors, carriers, independent sales representatives, and other resellers of O2Micro's products; the effect that product and service quality problems could have on O2Micro's sales ability and operating profits; the ability of O2Micro to deliver its products in a timely fashion to its customers, and the possible negative ramifications if such is not possible; the continued service and availability of key executives and employees; war, terrorism, public health issues, natural disasters, and other circumstances that could disrupt supply, delivery, or demand of products; and unfavorable results of other legal proceedings. Actual results may differ materially due to numerous risk factors. Such risk factors are more fully enumerated in O2Micro's 20-F Annual Filings, Annual Report(s), 6-K's, the Form F-1 filed in connection with the Company's initial public offering in August 2000, information posted on our website at www.o2micro.com, and other documents filed with the SEC, NASDAQ or any other public agency from time to time. The statements herein are based on dated information on the dates mentioned herein, which is subject to change. O2Micro assumes no obligation to update or revise the information provided on today, or any other forward-looking information, whether as a result of new information, future events or any other information that may arise. This information only speaks to the respective dates mentioned in said information.


O2MICRO INTERNATIONAL LIMITED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 (In Thousand U.S. Dollars, Except Per Share Amounts)

 Three Months Ended
 Years Ended
     December 31,
     December 31, 
    2018      2017 
    2018      2017 
            
 (Unaudited) (Unaudited)
 (audited)
                
NET SALES$16,586  $15,217  $62,714  $60,205 
                
COST OF SALES 8,243   7,525   30,741   29,426 
                
GROSS PROFIT 8,343   7,692   31,973   30,779 
                
OPERATING EXPENSES               
Research and development (1) 5,020   4,774   19,766   17,989 
Selling, general and administrative (1) 5,386   4,673   20,332   19,047 
Litigation Income -   -   -   (19)
                
Total Operating Expenses 10,406   9,447   40,098   37,017 
                
LOSS FROM OPERATIONS (2,063)  (1,755)  (8,125)  (6,238)
                
NON-OPERATING INCOME               
Interest income 71   87   369   344 
Net gain (loss) recognized on long-term investments (1,370)  -   9,916   - 
Foreign exchange gain (loss) – net 76   (84)  108   53 
Other – net 530   202   961   706 
Total Non-operating Income (Loss) (693)  205   11,354   1,103 
                
INCOME (LOSS) BEFORE INCOME TAX (2,756)  (1,550)  3,229   (5,135)
                
INCOME TAX EXPENSE 330   329   1,141   1,010 
                
NET INCOME (LOSS) (3,086)  (1,879)  2,088   (6,145)
                
OTHER COMPREHENSIVE INCOME               
Foreign currency translation adjustments (94)  319   (677)  984 
Unrealized loss on available-for-sale securities -   -   -   (1)
Unrealized pension gain (loss) 9   (63)  14   (61)
Total Other Comprehensive Income (Loss) (85)  256   (663)  922 
                
COMPREHENSIVE INCOME (LOSS)$(3,171) $(1,623) $1,425  $(5,223)
                
EARNINGS (LOSS) PER ADS               
Basic$(0.12) $(0.07) $0.08  $(0.24)
Diluted$(0.12) $(0.07) $0.08  $(0.24)
                
ADS UNITS USED IN EARNINGS (LOSS) PER ADS CALCULATION:               
Basic (in thousands) 26,019   25,696   26,016   25,780 
Diluted (in thousands) 26,019   25,696   26,616   25,780 
                
(1) INCLUDES STOCK-BASED COMPENSATION CHARGE AS FOLLOWS:               
Research and development$59  $53  $241  $221 
Selling, general and administrative$294  $335  $1,180  $1,368 
                


O2MICRO INTERNATIONAL LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In Thousand U.S. Dollars, Except Share Amounts)

 December 31,
 December 31,
    2018         2017  
ASSETS(Unaudited)
 (Audited)
       
CURRENT ASSETS      
Cash and cash equivalents$32,414 $28,520 
Restricted cash 34  35 
Short-term investments 6,172  17,601 
Accounts receivable – net 11,388  9,184 
Inventories 10,288  9,330 
Prepaid expenses and other current assets   2,276      1,245 
Total Current Assets 62,572  65,915 
       
LONG-TERM INVESTMENTS 10,445  3,112 
       
PROPERTY AND EQUIPMENT – NET 13,714  13,755 
       
OTHER ASSETS   2,578    2,300 
       
TOTAL ASSETS$  89,309 $  85,082 
       
LIABILITIES AND SHAREHOLDERS’ EQUITY      
       
CURRENT LIABILITIES      
Notes and accounts payable$4,582 $2,460 
Income tax payable 413  341 
Accrued expenses and other current liabilities   4,181    4,379 
Total Current Liabilities 9,176  7,180 
       
OTHER LONG-TERM LIABILITIES      
Accrued pension liabilities 321  355 
Deferred income tax liabilities 681  906 
Other liabilities   85    86 
Total Other Long-Term Liabilities 1,087  1,347 
       
Total Liabilities   10,263    8,527 
       
COMMITMENTS AND CONTINGENCIES      
       
SHAREHOLDERS’ EQUITY      
Preference shares at $0.00002 par value per share      
Authorized – 250,000,000 shares -  - 
Ordinary shares at $0.00002 par value per share      
Authorized – 4,750,000,000 shares      
Issued – 1,669,036,600 shares as of December 31, 2018 and 2017
Outstanding –1,298,808,750 and 1,284,146,100 shares as of December 31, 2018 and
2017, respectively
 33  33 
Additional paid-in capital 143,115  142,946 
Accumulated deficits (45,912) (47,517)
Accumulated other comprehensive income 4,674  5,337 
Treasury stock – 370,227,850 and 384,890,500 shares as of December 31, 2018 and
2017, respectively
  (22,864)  (24,244)
Total Shareholders’ Equity   79,046    76,555 
       
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$  89,309 $  85,082 

O2Micro
Daniel Meyberg
Investor Relations
ir@o2micro.com