8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

August 27, 2009

OMNIVISION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29939	77-0401990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4275 Burton Drive

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

(408) 567-3000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 under the Exchange Act (17 CFR 240.14a-12)

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))

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 August 27, 2009, OmniVision Technologies, Inc. (“OmniVision”) issued a press release announcing its financial results for the first fiscal quarter ended July 31, 2009.  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:

Exhibit No.	Description
99.1	Press Release, dated August 27, 2009 of OmniVision Technologies, Inc. announcing its financial results for its first fiscal quarter ended July 31, 2009.

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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 hereunto duly authorized.

	OMNIVISION TECHNOLOGIES, INC.
By:	/s/ Shaw Hong
	Shaw HongPresident and Chief Executive Officer

Date:  August 27, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 27, 2009 of OmniVision Technologies, Inc. announcing its financial results for its first fiscal quarter ended July 31, 2009.

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EX-99.1

Exhibit 99.1

Contact Information

Investor Relations:

Chesha Gibbons

OmniVision Technologies, Inc.

Ph:  408.653.3263

OMNIVISION REPORTS FINANCIAL RESULTS FOR

FIRST QUARTER OF FISCAL 2010

~ Company Guides To Profitability for its Fiscal 2010 Second Quarter ~

SANTA CLARA, Calif., August 27, 2009 — OmniVision Technologies, Inc. (Nasdaq: OVTI), a leading developer of advanced digital imaging solutions, today reported financial results for the first quarter of fiscal 2010 ended July 31, 2009.

Revenues for the first quarter of fiscal 2010 were $105.6 million, as compared to $89.1 million in the fourth quarter of fiscal 2009, and $174.3 million in the first quarter of fiscal 2009. GAAP net lossattributable to OmniVision Technologies, Inc. in the first quarter of fiscal 2010 was $9.9 million, or $0.19 per share, as compared to a net loss attributable to OmniVision Technologies, Inc. of $20.1 million, or $0.40 per share in the fourth quarter of fiscal 2009, and net income attributable to OmniVision Technologies, Inc. of $6.2million, or $0.12per diluted share in the first quarter of fiscal 2009.

Non-GAAP net loss attributable to OmniVision Technologies, Inc. in the first quarter of fiscal 2010, which excludes stock-based compensation expense and the related tax effects under FAS 123(R), was $3.9 million, or $0.08 per share. Non-GAAP net loss attributable to OmniVision Technologies, Inc. in the fourth quarter of fiscal 2009, which excludes stock-based compensation expense and the related tax effects under FAS 123(R), was $15.0 million, or $0.30 per share. Non-GAAP net income attributable to OmniVision Technologies, Inc. in the first quarter of fiscal 2009, which excludes stock-based compensation expense and the related tax effects under FAS 123(R), was $12.8 million and non-GAAP earnings were $0.25 per diluted share. Refer to the attached schedule for a reconciliation of GAAP net income (loss) attributable to OmniVision Technologies, Inc. to non-GAAP net income (loss) attributable to OmniVision Technologies, Inc. for the three months ended July 31, 2009 and 2008 and for the three months ended April 30, 2009.

Gross margin for the first quarter of fiscal 2010 was 22.4% as compared to 17.0% for the fourth quarter of fiscal 2009 and 25.2% for the first quarter of fiscal 2009. The sequential increase in gross margin resulted primarily from the shipment of fresh inventory at the completion of the Company’s inventory reduction effort, combined with an increase in average selling prices due to a more favorable product mix.

The Company ended the period with cash, cash equivalents and short-term investments totaling $309.0 million, an increase of $34.2 million from the previous quarter. The increase primarily reflects cash provided by operations during the quarter.

“We are very pleased with our first quarter results and our guidance for the second quarter as we believe they are a reflection of  our technology leadership and strong market position. We are also encouraged that our flagship OmniBSI™ and CameraCube™ products are both gaining momentum with multiple Tier-1 customers globally,” stated Shaw Hong, chief executive officer of OmniVision Technologies, Inc.

“As the macroeconomic environment begins to improve, we are pleased with the many new consumer product introductions which feature our image sensors. We believe the current market demand for our products demonstrates that our operating strategy is well aligned with the demands of the image sensor market.”

Outlook

Based on current trends, the Company expects fiscal second quarter 2010 revenues will be in the range of $155million to $170million and GAAP net income per share attributable to OmniVision Technologies, Inc. common stockholders will be between breakeven and $0.10 per diluted share. Excluding the estimated expense and related tax effects associated with stock-based compensation, the Company expects its non-GAAP net income per share attributable to OmniVision Technologies, Inc. common stockholders will be between $0.10 and $0.20 per diluted share. Refer to the table below for a reconciliation of GAAP to non-GAAP net income.

Conference Call

OmniVision Technologies will host a conference call today at 2:00 p.m. Pacific Time to discuss these results further. This conference call can be accessed via a webcast at www.ovt.com. The call can also be accessed by dialing 800-299-7928 (domestic) or 617-614-3926 (international) and entering passcode 29366581.

A replay of the call will remain available at www.ovt.com for approximately twelve months. A replay of the call will also be available for 48 hours beginning approximately one hour after the call. To access the replay, dial 888-286-8010 (domestic) or 617-801-6888 (international) and enter passcode 64443910.

About OmniVision

OmniVision Technologies, Inc. designs and markets high-performance semiconductor image sensors. Its CameraChip™ and CameraCube™ products using CameraCube™, OmniBSI™, OmniPixel®, OmniPixel2™, OmniPixel3™ and OmniPixel3-HS™ technologies are highly integrated, single-chip CMOS image sensors for mass-market consumer and commercial applications such as mobile phones, notebooks, security and surveillance systems, digital still cameras, automotive and medical imaging systems and interactive video games. Additional information is available at www.ovt.com.

Safe Harbor Statement

Certain statements in this press release, including statements relating to the Company’s expectations regarding revenues and earnings per share for the three months ending October 31, 2009 are forward-looking statements. These forward-looking statements are based on management’s current expectations, and certain factors could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the impact of general economic conditions; competition in current and emerging markets for image sensor products, including pricing pressures that could result from competition; fluctuations in sales mix and average selling prices; the Company’s ability to obtain design wins from various image sensor device manufacturers including manufacturers of mobile phone, laptops and PCs, digital still cameras and automobile manufacturers; the market acceptance of products into which the Company’s products are designed; fluctuations of 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 on Form 10-K and recent Quarterly Reports 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 the reader’s overall understanding both of its reported results presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and its outlook, the Company also presents non-GAAP measures of net income (loss) and net income (loss) per share which are adjusted from results based on GAAP. In particular, the Company excludes stock-based compensation expense under FAS 123(R) and the related tax effects. The non-GAAP financial measures which the Company discloses also exclude the effects of FAS 123(R) on the number of basic and diluted common shares used in calculating non-GAAP basic and diluted net

income (loss) per share. The Company provides these non-GAAP financial measures to enhance an investor’s overall understanding of its current financial performance and to assess its prospects for the future. These non-GAAP financial measures reflect an additional way of viewing aspects of the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting the Company’s business. The economic basis for the Company’s decision to use non-GAAP financial measures is that the adjustments to net income did not reflect the on-going relative strength of the Company’s performance. The Company’s objective is to minimize any confusion in the financial markets by providing non-GAAP net income (loss) and non-GAAP net income (loss) per share measurements and disclosing the related components. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.

The Company uses non-GAAP financial measures for internal management purposes to conduct and evaluate its business, when publicly providing its business outlook and to facilitate period-to-period comparisons. The Company views non-GAAP net income (loss) per share as a primary indicator of the profitability of its underlying business. In addition, because stock-based compensation is a non-cash expense and is offset in full by a credit to paid-in capital, it has no effect on total stockholders’ equity. As the calculation of non-GAAP financial measures differ between companies, the non-GAAP financial measures used by the Company may not be comparable to similarly titled measures used by other companies. Other than stock-based compensation, these differences may cause the Company’s non-GAAP measures to not be directly comparable to other companies’ non-GAAP measures. Although these non-GAAP financial measures adjust cost, expenses and basic and diluted share items to exclude the accounting treatment of stock-based compensation and goodwill impairment, they should not be viewed as a non-GAAP presentation reflecting the elimination of the underlying stock-based compensation programs. Thus, the Company’s non-GAAP presentations are not intended to present, and should not be used, as a basis for assessing what its operating results might be if it were to eliminate its stock-based compensation programs. The Company compensates for these limitations by providing full disclosure of the net income (loss) attributable to OmniVision Technologies, Inc. and net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders on a basis prepared in accordance with GAAP to enable investors to consider net income (loss) attributable to OmniVision Technologies, Inc. and net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders determined under GAAP as well as on an adjusted basis, and perform their own analysis, as appropriate. As a result of the foregoing limitations, the Company does not use, nor does the Company intend to use, the non-GAAP financial measures when assessing the Company’s performance against that of other companies.

Estimating stock-based compensation expense and the related tax effects for a future period is subject to inherent risks and uncertainties, including but not limited to the price of the Company’s stock and the number of option exercises and sales during the quarter.

OMNIVISION TECHNOLOGIES, INC.

RECONCILIATION OF GUIDANCE FOR GAAP NET INCOME PER SHARE

TO PROJECTED NON-GAAP NET INCOME PER SHARE

(unaudited)

	Three Months Ending October 31, 2009
	GAAP Range of Estimates							Non-GAAP Range of Estimates
	From		To		Adjustment			From		To
Net income per share attributable to OmniVision Technologies, Inc. common stockholders	$	0.00	$	0.10	$	0.10	(1)	$	0.10	$	0.20

(1)Reflects estimated adjustment for expense and related tax effects associated with stock-based compensation in accordance with FAS123(R).

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

	July 31,			April 30,
	2009			2009(1)
ASSETS
Current assets:
Cash and cash equivalents	$	258,928		$	257,808
Short-term investments	50,076			16,973
Accounts receivable, net of allowances for doubtful accounts and sales returns	48,367			43,978
Inventories	99,160			105,024
Deferred income taxes	1,171			1,092
Prepaid expenses and other current assets	7,620			7,779
Total current assets	465,322			432,654
Property, plant and equipment, net	119,295			119,071
Long-term investments	84,950			85,469
Intangibles, net	5,763			7,396
Other long-term assets	23,065			22,341
Total assets	$	698,395		$	666,931
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	56,723		$	28,775
Accrued expenses and other current liabilities	12,283			12,153
Income taxes payable	2,078			692
Deferred revenues, less cost of revenues	11,931			7,176
Current portion of long-term debt	3,554			3,555
Total current liabilities	86,569			52,351
Long-term liabilities:
Long-term income taxes payable	81,946			81,266
Non-current portion of long-term debt	31,979			32,867
Other long-term liabilities	6,747			8,109
Total long-term liabilities	120,672			122,242
Total liabilities	207,241			174,593
Equity:
OmniVision Technologies, Inc. stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 63,224 issued and 50,683 outstanding at July 31, 2009 and 62,590 shares issued and 50,049 outstanding at April 30, 2009, respectively	63			63
Additional paid-in capital	411,647			403,159
Accumulated other comprehensive income	818			773
Treasury stock, 12,541 at July 31, 2009 and April 30, 2009, respectively	(178,683		)	(178,683		)
Retained earnings	253,673			263,529
Total OmniVision Technologies, Inc. stockholders’ equity	487,518			488,841
Noncontrolling interest	3,636			3,497
Total equity	491,154			492,338
Total liabilities and equity	$	698,395		$	666,931

(1)As adjusted due to the adoption of SFAS No. 160.

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	July 31,
	2009			2008(1)
Revenues	$	105,560		$	174,279
Cost of revenues	81,890			130,386
Gross profit	23,670			43,893
Operating expenses:
Research, development and related	18,432			20,300
Selling, general and administrative	14,160			17,382
Total operating expenses	32,592			37,682
Income (loss) from operations	(8,922		)	6,211
Interest income (expense), net	(204		)	1,276
Other income, net	568			49
Income (loss) before income taxes	(8,558		)	7,536
Provision for income taxes	1,188			1,413
Net income (loss)	(9,746		)	6,123
Net income (loss) attributable to noncontrolling interest	110			(105		)
Net income (loss) attributable to OmniVision Technologies, Inc	$	(9,856	)	$	6,228
Net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	$	(0.19	)	$	0.12
Diluted	$	(0.19	)	$	0.12
Shares used in computing net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	50,574			51,257
Diluted	50,574			51,878

(1)As adjusted due to the adoption of SFAS No. 160.

OMNIVISION TECHNOLOGIES, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Three Months Ended
	July 31,						April 30,
	2009			2008			2009
GAAP net income (loss) attributable to OmniVision Technologies, Inc.	$	(9,856	)	$	6,228		$	(20,052	)
Add:
Stock-based compensation in cost of revenues	808			873			691
Stock-based compensation in research, development and related expenses	2,453			2,916			2,918
Stock-based compensation in selling, general and administrative expenses	2,837			3,156			2,547
Increase in provision for income taxes without the effect of stock-based compensation	(179		)	(370		)	(1,117		)
Non-GAAP net income (loss) attributable to OmniVision Technologies, Inc.	$	(3,937	)	$	12,803		$	(15,013	)
Non-GAAP net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	$	(0.08	)	$	0.25		$	(0.30	)
Diluted	$	(0.08	)	$	0.25		$	(0.30	)
Shares used in computing non-GAAP net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	50,574			51,257			50,044
Diluted	50,574			52,016			50,044