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

June 15, 2006

Date of Report (date of earliest event reported)

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

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 June 15, 2006, OmniVision Technologies, Inc. (the “Company”) issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended April 30, 2006. 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 June 15, 2006, of OmniVision Technologies, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended April 30, 2006.

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.

Dated: June 15, 2006

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

Exhibit Index

Exhibit
Number	Description
99.1	Press Release, dated June 15, 2006, of OmniVision Technologies, Inc. announcing its financial results for its fourth fiscal quarter and fiscal year ended April 30, 2006.

EX-99.1

Exhibit 99.1

Investor Relations:	Media Contact:	Company Contact:
Steven Horwitz	Martijn Pierik	Scott Foster
OmniVision Technologies, Inc.	Impress Public Relations	OmniVision Technologies, Inc.
Ph: 408.542.3263	Ph: 602.366.5599	Ph: 408.542.3077
	martijn@impress-pr.com	sfoster@ovt.com

OMNIVISION REPORTS FINANCIAL RESULTS FOR
FOURTH QUARTER AND FISCAL 2006

~ Fiscal Year 2006 Revenues Grow 27% ~

Sunnyvale, California, June 15, 2006 — OmniVision Technologies, Inc. (Nasdaq: OVTI), a leading supplier of CMOS image sensors, today reported financial results for the fiscal fourth quarter and year ended April 30, 2006.

Revenue for the fourth quarter was $131.8 million, compared to $137.3 million in the third quarter of fiscal 2006, and $103.0 million in the fourth quarter of fiscal 2005. Net income in the fourth quarter was $22.5 million, or $0.39 per diluted share, compared to net income of $29.6 million, or $0.53 per diluted share, in the third quarter, and net income of $17.7 million, or $0.30 per diluted share, in the prior year period.

Revenue for the 2006 fiscal year was $491.9 million, compared to $388.1 million in fiscal 2005. Net income for the 2006 fiscal year was $89.1 million, or $1.56 per diluted share, compared to net income of $76.4 million, or $1.24 per diluted share, in fiscal 2005.

Gross margin for the fourth quarter was 36.8% compared to 40.3% the third quarter. The decrease in gross margin in the April quarter was primarily the result of a product mix shift toward lower-margin VGA products. During the quarter, the Company booked additional provisions for excess and obsolete inventory of approximately $3.1 million. Revenue from the sale of previously reserved inventory was $1.2 million.

The Company ended the period with cash, cash equivalents and short-term investments totaling $354.5 million.

“We are delighted to conclude our 2006 fiscal year by posting another quarter of strong year-over-year growth,” said Shaw Hong, OmniVision’s president and chief executive officer. “During the fiscal year, we were able to take advantage of a strong demand environment with our customers enjoying the benefits of sensors made on our OmniPixel architecture. We also took the next step forward by introducing our OmniPixel2 architecture, which enabled the world’s first 2 megapixel sensor on a ¹/4 inch form factor. Going forward, we expect this technology will be the basis for the majority of our new products.”

“With multiple design wins in both mainstream and advanced product markets, we anticipate a return to solid sequential growth in the July quarter, throughout the second half of calendar 2006 and beyond,” concluded Hong.

The unit volume of OmniVision’s image sensors shipped in the quarter increased 15.8% sequentially to over 48 million, in part due to volume growth in VGA sensors sold to an increasing number of mobile handset customers based in emerging markets in Asia.

OmniVision is leading the industry’s transition to 2 megapixel products with its quarter-inch solution, which will begin shipping during the second half of the July quarter. Additionally, the Company is currently ramping its production of ultra thin VGA and 1.3 megapixel sensors to meet increasing demand in the handset market.

Also during the fourth quarter, OmniVision continued to achieve success in several emerging advanced products markets. The Company announced its first design win for a lane departure warning system for the automotive market. Building on its success in video game consoles, OmniVision extended its reach into board games and other toys, and the Company continues to make progress in multiple medical market opportunities. An example of this opportunity was a recent demonstration at the 2006 Digestive Disease Week conference of a single-use camera device designed to improve identification of polyps in colonoscopy procedures.

Outlook

Based on current trends, the Company expects fiscal first quarter 2007 revenue will be in the range of $135-$145 million. To be comparable with previously reported periods, excluding the estimated expense and related tax effects associated with stock-based compensation in accordance with FAS123(R), the Company expects earnings will be in the range of $0.38 to $0.43 per share. The Company will adopt FAS123(R) in the July quarter, and expects GAAP earnings will be between $0.27 and $0.34 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 866-277-1184 or 617-597-5360 and indicating passcode 95088364. 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 93732224. A Web replay will be available for approximately 90 days at www.ovt.com.

About OmniVision

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 its OmniPixel2 architecture becoming the basis for the majority of its new products, its anticipated growth throughout calendar 2006, the timed shipment of certain of its products, its ability to meet the increasing demand of the handset market, and revenue and earnings per share for the quarter ending July 31, 2006. 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 phone, digital still cameras and automobile manufacturers; 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 continued growth and development of current markets and the emergence of new markets in which the Company sells, or may sell, its products; the acceptance of the Company’s products in such current and new markets; 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.

Use of Non-GAAP Financial Information

To supplement our outlook, we use a non-GAAP measure of future earnings per share which excludes stock-based compensation and related tax effects to allow for a better comparison of results in the July quarter to those in prior periods that did not include FAS 123(R) stock-based compensation. We believe the non-GAAP measure that excludes stock-based compensation and related tax effects enhances the comparability of results against prior periods. Estimating stock-based compensation expense and the related tax effects for a future period are subject to inherent risks and uncertainties, including, but not limited to the Company’s stock price and the number of option exercises and sales during the quarter. In addition, we intend to use this non-GAAP financial measure for internal management purposes, when publicly providing our business outlook and as a means to evaluate period-to-period comparisons. This non-GAAP financial measure should be considered as a supplement to, and not as a substitute for, or superior to, the financial measure prepared in accordance with GAAP.

OMNIVISION TECHNOLOGIES, INC.

RECONCILIATION OF GUIDANCE FOR NON-GAAP FINANCIAL MEASURE TO
PROJECTED GAAP EARNINGS PER SHARE
(unaudited)

	Three Months Ending July 31, 2006
	Non-GAAP			GAAP
	Range of Estimate			{Range of Estimate
	From	To	Adjustment	From	To
Earnings per share	$0.38	$0.43	$(0.11) to $(0.09)(1)	$0.27	$0.34

(1) Reflects estimated adjustment for expense and related tax effects associated with stock-based compensation in accordance with FAS 123(R).

OMNIVISION TECHNOLOGIES, INC.

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

	April 30,			April 30,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	240,227		$	170,457
Short-term investments		114,278			124,258
Accounts receivable, net		65,916			59,740
Inventories		54,973			58,429
Refundable and deferred income taxes		1,708			5,402
Prepaid expenses and other current assets		9,158			2,542
Total current assets		486,260			420,828
Property, plant and equipment, net		38,010			19,342
Long-term investments		18,673			6,814
Goodwill		4,892			4,892
Intangibles, net		26,245			26,414
Other non-current assets		3,189			1,543
Total assets	$	577,269		$	479,833
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		42,770			26,081
Accrued expenses and other current liabilities		21,351			14,196
Accrued income taxes payable		52,406			32,313
Deferred income		6,329			5,483
Current portion of capital lease obligations		152			—
Total current liabilities		123,008			78,073
Long-term liabilities:
Capital lease obligations, less current portion		308			—
Deferred tax liabilities		4,033			9,347
Total long-term liabilities		4,341			9,347
Total liabilities		127,349			87,420
Minority interest		27,113			2,315
Stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 59,744 issued and 53,874 outstanding at April 30, 2006 and 57,634 shares issued and outstanding at April 30, 2005, respectively		60			58
Additional paid-in capital		285,112			263,102
Accumulated other comprehensive income (loss)		1,092			(25	)
Treasury stock, 5,870 shares at April 30, 2006 and zero shares at April 30, 2005		(79,568	)		—
Retained earnings		216,111			126,963
Total stockholders’ equity		422,807			390,098
Total liabilities, minority interest and stockholders’ equity	$	577,269		$	479,833

OMNIVISION TECHNOLOGIES, INC.

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

	Three Months Ended					Year Ended
	April 30,					April 30,
	2006			2005		2006		2005
Revenues	$	131,829		$	102,986	$	491,926	$	388,062
Cost of revenues		83,266			65,857		310,250		231,508
Gross profit		48,563			37,129		181,676		156,554
Operating expenses:
Research and development		11,679			7,325		40,572		25,494
Selling, general and administrative		10,245			7,192		35,320		29,012
Total operating expenses		21,924			14,517		75,892		54,506
Income from operations		26,639			22,612		105,784		102,048
Interest income, net		2,604			1,469		8,949		4,218
Other income (expense), net		(323	)		444		933		(173	)
Income before income taxes and minority interest		28,920			24,525		115,666		106,093
Provision for income taxes		5,784			6,867		23,133		29,706
Minority interest		603			—		3,385		—
Net income	$	22,533		$	17,658	$	89,148	$	76,387
Net income per share:
Basic	$	0.42		$	0.31	$	1.64	$	1.35
Diluted	$	0.39		$	0.30	$	1.56	$	1.24
Shares used in computing net income per share:
Basic		53,529			57,251		54,268		56,688
Diluted		57,229			59,819		56,958		61,566