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 May 2020

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 May 8, 2020, 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 May 8, 2020


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: May 8, 2020     /s/ Sterling Du    
  Sterling Du
  Chief Executive Officer
  
EdgarFiling

EXHIBIT 99.1

O2Micro Reports First Quarter 2020 Financial Results

GEORGE TOWN, Grand Cayman, May 08, 2020 (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 first quarter ending March 31, 2020.

Financial Highlights for the First Quarter ending March 31, 2020:
O2Micro International Limited (the “Company”) reported Q1 2020 revenue of $15.6 million. Revenue was down 12.8% sequentially, and up 22.1% from the same quarter in the previous year. The gross margin in the first quarter of 2020 was 51.9%, which was down from 56.7% in the prior quarter, and up from 50.5% in the first quarter of 2019. During the first quarter of 2020, the Company recorded total GAAP operating expenses of $8.7 million, compared to $9.2 million in the fourth quarter of 2019, and $10.1 million in the year-ago Q1 period. The GAAP operating margins for the first quarter of 2020, the fourth quarter of 2019, and first quarter of 2019 were (3.7%), 5.2%, and (28.4%), respectively.

GAAP net loss was $1.5 million in Q1 2020. This compares to a GAAP net income of $1.8 million in the fourth quarter of 2019 and a GAAP net loss of $3.8 million in Q1 2019. GAAP net loss per fully diluted ADS was $0.06 in Q1 2020. This compares to a GAAP net income per fully diluted ADS of $0.07 in Q4 2019 and a GAAP net loss per fully diluted ADS of $0.15 in Q1 2019.

Supplementary Data:
The Company ended the first quarter of 2020 with $44.7 million in unrestricted cash and short-term investments or $1.67 per outstanding ADS. The accounts receivable balance was $11.0 million and represented 62 days sales outstanding at the end of Q1 2020. Inventory was $9.9 million or 112 days and turned over 3.2 times during Q1 2020. As of March 31, 2020, the Company had $55.4 million in working capital and the book value was $73.6 million, or $2.74 per outstanding ADS. As of March 31, 2020, O2Micro International Limited had a total of 370 employees worldwide, including 235 engineers.

Management Commentary:
“Our growth driver, 4k/8k HRD TV and high end 4k monitor experienced significant growth during the Q1, 2020, in part due to strong demand of TV’s and high-end monitors supporting work from home policies. Battery products were also in high demand as more people stayed home driving the demand for many types of cordless power and garden tools.” said Sterling Du, O2Micro’s Chairman and CEO. “We are at the first stage of a globally dynamic and difficult to assess impact of COVID-19, yet we are optimistic that our business fundamentals are leading O2Micro back to long term profitability.”

Conference Call:
O2Micro will hold its first quarter conference call today, May 8th, at 6:00AM. Pacific, 9:00AM Eastern. You may participate using the following dial-in information.

Conference ID: 5796648
Participants, Int'l Toll: +1 334-323-0501
Participants, US/CAN Toll Free: 800-353-6461
The Call-in Audio Replay will be available following the call from May 8th 12:00PM Eastern Time (US & Canada) through May 15th 12:00PM Eastern Time (US & Canada)
https://events.globalmeet.com/Public/WebRegistration/ZW5jPXNhQWNoekF6VklkbExaN1YwZ1RDYzVtamRWSTM0V250NFIzcUF2RFcrcSt3WU5HZTN0M3lzQ1dnd1lMOXlFSlQrL1ozelpVRjZ1SEM5enpITXovcWdRPT0=
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 (UNAUDITED)
 (In Thousand U.S. Dollars, Except Per Share Amounts)

 Three Months Ended
       March 31, 
    2020    2019 
       
OPERATING REVENUES$  15,581 $  12,763 
       
COST OF REVENUES   7,490  6,316 
       
GROSS PROFIT  8,091   6,447 
       
OPERATING EXPENSES      
Research and development (1)   4,141    5,110 
Selling, general and administrative (1) 4,521  4,956 
       
Total Operating Expenses 8,662   10,066 
       
LOSS FROM OPERATIONS (571)   (3,619)
       
NON-OPERATING (LOSS) INCOME      
Interest income   187    57 
Net (loss) gain recognized on long-term investments   (1,100)     15 
Foreign exchange gain (loss) – net   32      (141)
Other – net  117  141 
Total Non-operating (Loss) Income (764) 72 
       
LOSS BEFORE INCOME TAX   (1,335)   (3,547)
       
INCOME TAX EXPENSE   205  299 
       
NET LOSS   (1,540)   (3,846)
       
OTHER COMPREHENSIVE (LOSS) INCOME      
Foreign currency translation adjustments   (246)   169 
       
Unrealized pension gain -   1 
Total Other Comprehensive (Loss) Income  (246) 170 
       
COMPREHENSIVE LOSS$  (1,786)$  (3,676)
       
LOSS PER ADS      
Basic$  (0.06)$  (0.15)
Diluted$  (0.06)$  (0.15)
       
ADS UNITS USED IN LOSS PER ADS CALCULATION:      
Basic (in thousands)     26,720     26,294 
Diluted (in thousands)     26,720     26,294 
       
(1) INCLUDES STOCK-BASED COMPENSATION CHARGE AS FOLLOWS:      
Research and development$    80 $    63 
Selling, general and administrative$    317 $    262 
       


O2MICRO INTERNATIONAL LIMITED AND SUBSIDIARIES

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

 March 31,December 31,
   2020      2019  
ASSETS(Unaudited)(Audited)
   
CURRENT ASSETS  
Cash and cash equivalents$    16,108 $    10,696 
Restricted cash       35        35 
Short-term investments       28,595        35,693 
Accounts receivable – net       11,016        10,335 
Inventories       9,876        8,796 
Prepaid expenses and other current assets       1,361        1,295 
Total Current Assets       66,991        66,850 
   
LONG-TERM INVESTMENTS       3,020        4,172 
   
PROPERTY AND EQUIPMENT – NET (1)     15,222      15,551 
   
OTHER ASSETS       2,662        2,426 
       
TOTAL ASSETS$      87,895 $      88,999 
       
LIABILITIES AND SHAREHOLDERS’ EQUITY      
       
CURRENT LIABILITIES      
Notes and accounts payable$      6,596 $      4,867 
Income tax payable       702        611 
Lease liabilities       714        827 
Accrued expenses and other current liabilities       3,540        4,839 
Total Current Liabilities       11,552        11,144 
       
OTHER LONG-TERM LIABILITIES      
Accrued pension liabilities   207    214 
Deferred income tax liabilities       651        589 
Lease liabilities       1,829        1,932 
Other liabilities     65      65 
Total Other Long-Term Liabilities   2,752    2,800 
       
Total Liabilities       14,304        13,944 
       
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 March 31, 2020 and December 31, 2019
Outstanding – 1,340,986,450 and 1,314,798,600 shares as of March 31, 2020 and
December 31, 2019, respectively
       33        33 
Additional paid-in capital   142,853    143,484 
Accumulated deficits   (54,087)   (51,773)
Accumulated other comprehensive income   4,408    4,654 
Treasury stock – 328,050,150 and 354,238,000 shares as of March 31, 2020 and
     December 31, 2019, respectively
     (19,616)     (21,343)
Total Shareholders’ Equity       73,591        75,055 
       
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$      87,895 $      88,999 

(1) Property and equipment- net includes right-of-used assets under operating lease of $2,510 as of March 31, 2020.

O2Micro
Daniel Meyberg
Investor Relations
ir@o2micro.com