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 2006
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, Cayman Islands
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under
cover 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.
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of
1934. Yes ¨ No x
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
Information
furnished on this Form 6-K:
On
May 3,
2006, the Company issued a press release announcing its financial results
for
the first quarter ended March 31, 2006. A copy of the Company’s press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
(a)
Exhibits:
The
Exhibit Index attached hereto is hereby incorporated by reference to this
Item.
(b)
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Title
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99.1
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Press
release announcing financial results for the first quarter ended
March 31, 2006.
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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.
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O2MICRO
INTERNATIONAL LIMITED
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May 12,
2006
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By:
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/s/
Sterling Du
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Sterling
Du
Chief
Executive Officer
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