8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 1, 2005

OmniVision Technologies, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-29939	77-0401990
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1341 Orleans Drive
Sunnyvale, California 94089-1136

(Address of principal executive offices)

(408) 542-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 99.1

Section 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

     The following information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     On December 1, 2005, OmniVision Technologies, Inc. (the “Company”) issued a press release announcing its financial results for its second fiscal quarter ended October 31, 2005. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

   (d) Exhibits

     The following exhibit is furnished herewith:

   99.1 Press Release, dated December 1, 2005, of OmniVision Technologies, Inc. announcing its financial results for its second fiscal quarter ended October 31, 2005.

SIGNATURE

     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 hereunto duly authorized.

	OmniVision Technologies, Inc.
Dated: December 1, 2005	By:	/s/ SHAW HONG
		Shaw Hong
		President and Chief Executive Officer

Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated December 1, 2005, of OmniVision Technologies, Inc. announcing its financial results for its second fiscal quarter ended October 31, 2005.

EX-99.1

Exhibit 99.1

FOR: OMNIVISION TECHNOLOGIES, INC.

CONTACT:	Peter V. Leigh
	(408) 542-3188
	Financial Dynamics:
	Investor Relations: Jason Golz, Jordan Goldstein
	(415) 439-4500

FOR IMMEDIATE RELEASE

OMNIVISION REPORTS RECORD
FINANCIAL RESULTS FOR FISCAL SECOND QUARTER 2006

~ Revenue Reaches $126.8 Million ~
~ Company Posts Earnings of $0.41 per Diluted Share ~

Sunnyvale, California (December 1, 2005) – OmniVision Technologies, Inc. (Nasdaq: OVTI), a leading supplier of CMOS image sensors, today reported financial results for the second quarter of fiscal 2006 which ended on October 31, 2005.

Revenue for the second quarter was a record $126.8 million, up from $96.0 million in the first quarter of fiscal 2006, and $84.4 million in the second quarter of fiscal 2005. Net income in the second quarter was a record $22.6 million, or $0.41 per diluted share, compared to net income of $14.4 million, or $0.25 per diluted share, in the first quarter, and net income of $17.8 million, or $0.28 per diluted share, in the prior-year period.

Revenue for the first six months of fiscal 2006 was $222.8 million, compared to $183.2 million for the same period in fiscal 2005. Net income for the first six months of fiscal 2006 was $37.0 million, or $0.65 per diluted share, compared to net income of $37.6 million, or $0.60 per diluted share, for the same period in fiscal 2005.

Strong demand from mobile handset manufacturers had a positive impact on OmniVision’s revenue during the period. Revenue from Silicon Optronics, the Company’s joint venture with Powerchip Semiconductor Corporation which was consolidated for the first time in the first quarter of fiscal 2006, represented about 4% of total revenue in the quarter, and revenue in the quarter from the sale of previously reserved products was less than $1.0 million.

The Company’s gross margin for the second quarter was 36.1%, compared to 33.3% last quarter. The improvement in gross margin was principally due to a favorable product

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sales mix and better production yields. The Company booked additional reserves for possible excess and obsolete inventory of approximately $1.5 million during the quarter.

In response to strong demand from mobile handset manufacturers and other customers, OmniVision increased its inventories during the quarter. At October 31, 2005, inventories were $71.1 million, compared to $61.4 million on July 31, 2005 and $58.4 million at April 30, 2005. Most of the increase was from work-in-progress, representing products which will become available for sale in the third quarter. Inventory turnover remained within the Company’s target range of four to five times per year.

The Company ended the period with a strong cash and short-term investments position totaling $266.1 million, which is net of the cash used in the Company’s share repurchase program as discussed below.

“We are delighted to report record revenue and earnings for the quarter,” said Shaw Hong, OmniVision’s president and chief executive officer. “We achieved strong growth and solid gross margins during the quarter, which we believe are indicative of broad market acceptance of our family of image sensors in both mainstream and advanced applications. We are optimistic about our future prospects.”

Share Repurchase Update

During the quarter, the Company purchased 4,620,000 shares for $62.4 million, for an average cost of $13.51 per share. Share repurchases during the quarter increased earnings in the quarter by $0.02 per share. Since June 2005, when OmniVision’s Board authorized up to $100 million of the Company’s cash to repurchase its own stock in an open market program, OmniVision has repurchased 5,870,000 shares at a total cost of $79.6 million.

Outlook

Based on current trends, the Company expects fiscal third quarter 2006 revenue to be in the range of $130-$140 million and diluted EPS to be in the range of $0.42-$0.47 per share.

Conference Call

OmniVision Technologies will host a conference call today to further discuss these results at 2:00 p.m. Pacific Time. This conference call may be accessed by dialing 866-578-5788 or 617-213-8057 and indicating passcode 88700856. The call can be accessed via a webcast at www.ovt.com.

A replay of the call will be available approximately one hour after the call and last for seven days. To access this replay, dial 617-801-6888 and enter passcode 58026933. A Web replay will be available for approximately 90 days at www.ovt.com.

About OmniVision

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OmniVision Technologies designs and markets high-performance semiconductor image sensors. Its OmniPixel™ and CameraChip™ products are highly integrated single-chip CMOS image sensors for mass-market consumer and commercial applications such as mobile phones, digital still cameras, security and surveillance systems, interactive video games, PCs and automotive imaging systems. Additional information is available at www.ovt.com.

OmniVision, CameraChip, and OmniPixel are trademarks of OmniVision Technologies, Inc.

Safe Harbor Statement

Certain statements in this press release, including statements relating to the Company’s expectations regarding revenue and diluted earnings per share for the quarter ending January 31, 2006 and our optimism regarding our future prospects, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, and important factors could cause actual results to differ materially from those in the forward-looking statements. These important factors include, without limitation, competition in current and emerging markets for image sensor products, including pricing pressures, the Company’s ability to obtain design wins from various image sensor device manufacturers including manufacturers of mobile phones and digital still cameras; wafer manufacturing yields and other manufacturing processes; the Company’s ability to accurately forecast customer demand for its products; the development, production, introduction and marketing of new products and technology; the potential loss of one or more key customers or distributors; the Company’s strategic investments and relationships, and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings and reports, including, but not limited to, the Company’s most recent annual report filed on Form 10-K, and its most recent quarterly report filed on Form 10-Q. The Company expressly disclaims any obligation to update information contained in any forward-looking statement.”

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OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

	October 31,			April 30,
	2005			2005
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	266,076		$	294,715
Accounts receivable, net		73,548			59,740
Inventories		71,056			58,429
Refundable and deferred income taxes		5,390			5,402
Prepaid expenses and other assets		5,333			2,542
Total current assets		421,403			420,828
Property, plant and equipment, net		18,978			19,342
Long-term investments		16,543			6,814
Goodwill		4,892			4,892
Intangibles, net		25,626			26,414
Other non-current assets		2,249			1,543
Total assets	$	489,691		$	479,833
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings of consolidated affiliate	$	894		$	—
Accounts payable		48,680			26,081
Accrued expenses and other current liabilities		14,416			14,196
Accrued income taxes payable		41,816			32,313
Deferred income		8,272			5,483
Total current liabilities		114,078			78,073
Long-term liabilities:
Deferred tax liabilities		8,392			9,347
Total long-term liabilities		8,392			9,347
Total liabilities		122,470			87,420
Minority interest		16,926			2,315
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 58,074 issued and 52,204 outstanding at October 31, 2005 and 57,634 shares issued and outstanding at April 30, 2005, respectively		58			58
Additional paid-in capital		266,326			263,102
Accumulated other comprehensive loss		(463	)		(25	)
Treasury stock, 5,870 shares at October 31, 2005 and zero shares at April 30, 2005		(79,568	)		—
Retained earnings		163,942			126,963
Total stockholders’ equity		350,295			390,098
Total liabilities, minority interest and stockholders’ equity	$	489,691		$	479,833

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OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)

	Three Months Ended					Six Months Ended
	October 31,					October 31,
	2005		2004			2005		2004
Revenues	$	126,820	$	84,436		$	222,814	$	183,243
Cost of revenues		80,997		46,213			145,062		105,281
Gross profit		45,823		38,223			77,752		77,962
Operating expenses:
Research and development		9,935		6,680			18,412		11,844
Selling, general and administrative		9,059		7,052			15,835		14,174
Stock-based compensation		—		352			2		555
Total operating expenses		18,994		14,084			34,249		26,573
Income from operations		26,829		24,139			43,503		51,389
Interest income, net		2,094		899			4,053		1,559
Other income (loss), net		36		(323	)		59		(661	)
Income before income taxes and minority interest		28,959		24,715			47,615		52,287
Provision for income taxes		5,791		6,921			9,523		14,641
Minority interest		571		—			1,113		—
Net income	$	22,597	$	17,794		$	36,979	$	37,646
Net income per share:
Basic	$	0.42	$	0.32		$	0.67	$	0.67
Diluted	$	0.41	$	0.28		$	0.65	$	0.60
Shares used in computing net income per share:
Basic		53,807		56,485			55,493		56,396
Diluted		55,486		63,031			57,193		62,305

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