UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
O2Micro
International Limited
(Name of Issuer)
Ordinary Shares, par value US$0.00002
per share
(Title of Class of Securities)
67107W100*
(CUSIP Number)
Du Shyun-Dii Sterling
RmB, 2Fl, Zhangjian Mansion
No 289, Chun Xiao Rd, Pudong New Area
Shanghai Free Trade Zone
China 201203
Telephone: (408) 987-5920
|
Kuo Chuan-Chiung
3F., No. 1, Sec. 4
Nanjing E. Road
Songshan District
Taipei City, Taiwan 105
Telephone: (408) 987-5920 |
Right Dynamic Investments Limited
FNOF Precious Honour Limited
c/o Suite 3720, Jardine House
1 Connaught Place, Central
Hong Kong
Telephone: (852) 2598-2598 |
With copies to:
Fang Xue,
Esq.
Gibson, Dunn & Crutcher LLP
Unit 1301, Tower 1, China Central Place
No. 81 Jianguo Road
Chaoyang District
Beijing 100025
People’s Republic of China
+86 10 6502 8500
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
March 3, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
1 |
NAMES OF REPORTING PERSONS
Du Shyun-Dii Sterling (“Mr. Du”)
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
SC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
0 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
1 |
NAMES OF REPORTING PERSONS
Kuo Chuan-Chiung (“Mr. Kuo”)
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
SC
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
0 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
1 |
NAMES OF REPORTING PERSONS
FNOF Precious Honour Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
0 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
1 |
NAMES OF REPORTING PERSONS
Right Dynamic Investments Limited
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒
(b) ☐ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
|
0 |
8 |
SHARED VOTING POWER |
0 |
9 |
SOLE DISPOSITIVE POWER |
0 |
10 |
SHARED DISPOSITIVE POWER |
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14 |
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
Introductory Note
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and
supplements the statement on Schedule 13D filed jointly by Messrs. Du and Kuo with the United States Securities and Exchange Commission
on June 3, 2022 (as subsequently amended by an Amendment No. 1 filed jointly by Messrs. Du and Kuo on September 20, 2022 and an Amendment
No. 2 filed jointly by Messrs. Du and Kuo, Parent and Holdco on October 3, 2022, the “Original Schedule 13D”), relating
to the ordinary shares, par value US$0.00002 per share (the “Ordinary Shares”) and American depositary shares, each
representing 50 Ordinary Shares (the “ADSs”), of O2Micro International Limited, a Cayman Islands company
(the “Issuer” or “Company”). Except as specifically amended by this Amendment No. 3, the Original
Schedule 13D remains unchanged. Capitalized terms used herein without definition shall have the meaning set forth in the Original Schedule
13D.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and partially restated
by replacing paragraph (c) with the following:
(c) Mr. Du’s principal occupation is the chairman
and chief executive officer of the Issuer and he is a citizen of Taiwan. Mr. Kuo’s principal occupation is the chief financial officer
and a director of the Issuer and he is a citizen of Taiwan. The principal business of each of Parent and Holdco is investment holding.
The updated Schedule A, attached hereto,
lists the executive officers and directors of each of Parent and Holdco, and contains the following information with respect to each
such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended by the following:
The consummation of the Merger was financed through a combination of (i) rollover equity from
the Rollover Shareholders, (ii) certain loan facilities in a total amount of US$80,000,000.00 (with certain fees and reserves deducted)
pursuant to a facility agreement dated February 27, 2023 by and among Parent, Holdco, Merger Sub, Credit Suisse and certain other parties
thereto, (iii) cash contributions by the Sponsor in the amount of US$46,000,000.00, and (iv) upon Parent’s written request pursuant
to Section 6.18 of the Merger Agreement, certain available unrestricted cash of the Company in the amount of US$146,000.00.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:
On January 31, 2023, at 2:00 pm (Cayman Islands Time), an extraordinary general meeting of shareholders
of the Company was held at the offices of Maples and Calder, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
At the extraordinary general meeting, the shareholders of the Company authorized and approved the Merger Agreement, the plan of merger
required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger
Agreement (the “Plan of Merger”) and the transactions contemplated by the Merger Agreement, including the Merger.
On March 3, 2023, the Company and Merger Sub filed the Plan of Merger with the Registrar of
Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of March 3, 2023, pursuant
to which the Merger became effective on March 3, 2023 (the “Effective Time”). As a result of the Merger, the Company
became a wholly owned subsidiary of Parent.
At the Effective Time, each Ordinary Share and each ADS issued and outstanding immediately
prior to the Effective Time was cancelled and cease to exist in exchange for the right to receive US$0.1 per Ordinary Share or US$5.0
per ADS (less applicable fees, charges and expenses payable by ADS holders pursuant to the depositary agreement, dated November 4, 2005,
entered into by and among the Issuer, the Depositary and all holders and beneficial owners of ADSs issued thereunder), in each case,
in cash, without interest and net of any applicable withholding taxes, except for (a) the Rollover Shares, which was cancelled without
payment of any cash consideration therefor, (b) Ordinary Shares (including Ordinary Shares represented by ADSs) owned by Parent, Merger
Sub or any of their respective subsidiaries, (c) Ordinary Shares (including Ordinary Shares represented by ADSs) owned by the Issuer
or any of its subsidiaries or held in the Issuer’s treasury, (d) Ordinary Shares (including Ordinary Shares represented by ADSs)
held by the Depositary and reserved for issuance and allocation pursuant to the Issuer’s share plans, which were cancelled without
payment of any consideration therefor, and (e) the Ordinary Shares that are issued and outstanding immediately prior to the Effective
Time and that are held by shareholders of the Company who have validly delivered and not effectively withdrawn or lost their rights to
dissent from the Merger, or dissenter rights, in accordance with Section 238 of the Companies Act (collectively, the “Dissenting
Shares”), which were cancelled at the Effective Time and entitled the holders thereof to receive the payment of the fair value
of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the Companies Act.
As a result of the Merger, the Ordinary Shares and ADSs were no longer listed or traded on any
securities exchange or quotation system, including the NASDAQ Global Select Market (the “NASDAQ”). NASDAQ filed Form
25 with the SEC to notify the SEC of the delisting of the Ordinary Shares and ADSs on the NASDAQ and deregistration of the Company’s
registered securities under the Securities Exchange Act of 1934 (the “Exchange Act”). The deregistration will become
effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company’s reporting
obligations under the Exchange Act will be suspended upon the Company’s filing of a certification and notice on Form 15 with the
SEC, and will terminate once the deregistration becomes effective.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a) — (b) As a result of the transactions described in Item 4, each Reporting Person no
longer beneficially owns any Ordinary Shares, and each Reporting Person no longer has any voting or dispositive power over any Ordinary
Shares.
(c) Except disclosed in this Amendment No. 3, none of the Reporting Persons has effected any
transactions in the Ordinary Shares (including Ordinary Shares represented by ADSs) during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions described in Item 4, on March 3, 2023, each of the Reporting
Persons ceased to be the beneficial owner of more than five percent of the Ordinary Shares. This Amendment No. 3 is the final amendment
to the Original Schedule 13D.
SIGNATURES
After reasonable inquiry and to the best of his and its knowledge and belief,
the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2023
/s/ Du Shyun-Dii Sterling
|
Du Shyun-Dii Sterling |
/s/ Kuo Chuan-Chiung
|
Kuo Chuan-Chiung |
FNOF Precious Honour Limited
By: /s/ IP Kun Wan
Name: IP Kun Wan
Title: Director
Right Dynamic Investments Limited
By: /s/ IP Kun Wan
Name: IP Kun Wan
Title: Director
|
SCHEDULE A
Schedule A is hereby amended by deleting the previous response in its entirety
and replacing it with the following:
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT AND HOLDCO
|
Name |
Citizenship |
Present Principal Occupation or
Employment |
Business Address |
IP Kun Wan |
Australian |
Director of Parent
Director of Holdco
Director of the Sponsor
Director of the Fund
Director of FNOF GP III LIMITED,
General Partner of the Fund
|
Suite 3720, Jardine House, 1 Connaught Place, Central, Hong Kong |
LIU Cheng |
Hong Kong SAR |
Director of Parent
Director of Holdco
Director of the Sponsor
|
Suite 3720, Jardine House, 1 Connaught Place, Central, Hong Kong |
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