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)

November 30, 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 November 30, 2009, OmniVision Technologies, Inc. (“OmniVision”) issued a press release announcing its financial results for the second fiscal quarter ended October 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 November 30, 2009 of OmniVision Technologies, Inc. announcing its financial results for its second fiscal quarter ended October 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:  November 30, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated November 30, 2009 of OmniVision Technologies, Inc. announcing its financial results for its second fiscal quarter ended October 31, 2009.

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EX-99.1

Exhibit 99.1

Contact Information

Investor Relations:

Brian M. Dunn

OmniVision Technologies, Inc.

Ph:  408.653.3263

OMNIVISION REPORTS FINANCIAL RESULTS FOR

SECOND QUARTER OF FISCAL 2010

~ Company Reports 74 Percent Sequential Increase in Revenues and Return to Profitability ~

SANTA CLARA, Calif., November 30, 2009  —OmniVision Technologies, Inc. (Nasdaq: OVTI), a leading developer of advanced digital imaging solutions, today reported financial results for the second quarter of fiscal 2010 ended October 31, 2009.

Revenues for the second quarter of fiscal 2010 were $183.3 million, as compared to $105.6 million in the first quarter of fiscal 2010, and $163.9 million in the second quarter of fiscal 2009. GAAP net incomeattributable to OmniVision Technologies, Inc. in the second quarter of fiscal 2010 was $8.1 million, or $0.16 per diluted share, as compared to a net loss attributable to OmniVision Technologies, Inc. of $9.9 million, or $0.19 per share in the first quarter of fiscal 2010, and a net loss attributable to OmniVision Technologies, Inc. of $5.3 million, or $0.10 per share in the second quarter of fiscal 2009.

Non-GAAP net income attributable to OmniVision Technologies, Inc. in the second quarter of fiscal 2010, which excludes stock-based compensation expense and the related tax effects, was $14.3 million, or $0.27 per diluted share. 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, was $3.9 million, or $0.08 per share. Non-GAAP net income attributable to OmniVision Technologies, Inc. in the second quarter of fiscal 2009, which excludes stock-based compensation expense and the related tax effects, and a goodwill impairment charge, was $10.1 million and non-GAAP earnings were $0.19 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 and six months ended October 31, 2009 and 2008 and for the three months ended July 31, 2009.

Gross margin for the second quarter of fiscal 2010 was 24.0% as compared to 22.4% for the first quarter of fiscal 2010 and 25.0% for the second quarter of fiscal 2009. The sequential increase in gross margin reflected a further production yield improvement in certain newer generation products combined with increased production capacity utilization driven by the sequential increase in unit sales volume.

The Company ended the period with cash, cash equivalents and short-term investments totaling $354.0 million, an increase of $45.0 million from the previous quarter. The increase primarily reflects further gains in working capital efficiency, which generated positive cash flows from operations during the quarter.

“We are very pleased by our operating results for the second fiscal quarter which reflect our disciplined execution during a difficult economic period,” stated Shaw Hong, chief executive officer of OmniVision Technologies, Inc.

“Our dramatic increase in revenues underscores both the scope of our product line and the rapid scalability of our entire supply chain,” Mr. Hong concluded.

Outlook

Based on current trends, the Company expects fiscal third quarter 2010 revenues will be in the range of $145 million to $160 million and GAAP net income per share attributable to OmniVision Technologies, Inc. common stockholders will be between $0.02 and $0.12 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 $0.14 and $0.24 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 5:00 p.m. Eastern 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 800-706-7741 (domestic) or 617-614-3471 (international) and entering passcode 67486712.

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 one week beginning approximately one hour after the call. To access the replay, dial 888-286-8010 (domestic) or 617-801-6888 (international) and enter passcode 91728864.

About OmniVision

OmniVision Technologies, Inc. is a leading developer of advanced digital imaging solutions. Its CameraChip™ and CameraCube™ products using CameraCube™, OmniBSI™, OmniPixel®, OmniPixel2™, OmniPixel3™ and OmniPixel3-HS™ technologies are highly integrated, single-chip CMOS image sensors for consumer and commercial applications including mobile phones, notebooks, netbooks and webcams, security and surveillance systems, digital still and video cameras, automotive and medical imaging systems and entertainment devices. 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 January 31, 2010 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 and the related tax effects. The non-GAAP financial measures which the Company discloses also exclude the effects of stock-based compensation 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 (loss) 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, stock market volatility, expected option life, risk-free interest rates, 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 January 31, 2010
	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	$	0.02	$	0.12	$	0.12	(1)	$	0.14	$	0.24

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

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(unaudited)

	October 31,			April 30,
	2009			2009(1)
ASSETS
Current assets:
Cash and cash equivalents	$	315,931		$	257,808
Short-term investments	38,055			16,973
Accounts receivable, net of allowances for doubtful accounts and sales returns	67,727			43,978
Inventories	92,242			105,024
Deferred income taxes	1,391			1,092
Prepaid expenses and other current assets	8,467			7,779
Total current assets	523,813			432,654
Property, plant and equipment, net	117,652			119,071
Long-term investments	87,154			85,469
Intangibles, net	4,130			7,396
Other long-term assets	22,737			22,341
Total assets	$	755,486		$	666,931
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	85,085		$	28,775
Accrued expenses and other current liabilities	20,913			12,153
Income taxes payable	3,264			692
Deferred revenues, less cost of revenues	9,415			7,176
Current portion of long-term debt	3,554			3,555
Total current liabilities	122,231			52,351
Long-term liabilities:
Long-term income taxes payable	82,667			81,266
Non-current portion of long-term debt	37,681			32,867
Other long-term liabilities	6,502			8,109
Total long-term liabilities	126,850			122,242
Total liabilities	249,081			174,593
Equity:
OmniVision Technologies, Inc. stockholders’ equity:
Common stock, $0.001 par value; 100,000 shares authorized; 63,345 issued and 50,804 outstanding at October 31, 2009 and 62,590 shares issued and 50,049 outstanding at April 30, 2009, respectively	63			63
Additional paid-in capital	418,917			403,159
Accumulated other comprehensive income	846			773
Treasury stock, 12,541 at October 31, 2009 and April 30, 2009, respectively	(178,683		)	(178,683		)
Retained earnings	261,757			263,529
Total OmniVision Technologies, Inc. stockholders’ equity	502,900			488,841
Noncontrolling interest	3,505			3,497
Total equity	506,405			492,338
Total liabilities and equity	$	755,486		$	666,931

(1)As adjusted due to the adoption of authoritative accounting guidance for noncontrolling interests.

OMNIVISION TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Six Months Ended
	October 31,						October 31,
	2009			2008(1)			2009			2008(1)
Revenues	$	183,344		$	163,935		$	288,904		$	338,214
Cost of revenues	139,382			123,018			221,272			253,404
Gross profit	43,962			40,917			67,632			84,810
Operating expenses:
Research, development and related	18,853			23,199			37,285			43,499
Selling, general and administrative	16,209			16,890			30,369			34,272
Goodwill impairment	—			7,541			—			7,541
Total operating expenses	35,062			47,630			67,654			85,312
Income (loss) from operations	8,900			(6,713		)	(22		)	(502		)
Interest income (expense), net	(244		)	478			(448		)	1,754
Other income (expense), net	223			(854		)	791			(805		)
Income (loss) before income taxes	8,879			(7,089		)	321			447
Provision for (benefit from) income taxes	961			(1,494		)	2,149			(81		)
Net income (loss)	7,918			(5,595		)	(1,828		)	528
Net loss attributable to noncontrolling interest	(166		)	(287		)	(56		)	(392		)
Net income (loss) attributable to OmniVision Technologies, Inc	$	8,084		$	(5,308	)	$	(1,772	)	$	920
Net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	$	0.16		$	(0.10	)	$	(0.03	)	$	0.02
Diluted	$	0.16		$	(0.10	)	$	(0.03	)	$	0.02
Shares used in computing net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	50,763			50,754			50,668			51,006
Diluted	51,769			50,754			50,668			51,591

(1)As adjusted due to the adoption of authoritative accounting guidance for noncontrolling interests.

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					Six Months Ended					Three Months Ended
	October 31,					October 31,					July 31,
	2009		2008			2009			2008		2009
GAAP net income (loss) attributable to OmniVision Technologies, Inc.	$	8,084	$	(5,308	)	$	(1,772	)	$	920	$	(9,856	)
Add:
Stock-based compensation in cost of revenues	624		716			1,432			1,589		808
Stock-based compensation in research, development and related expenses	2,705		3,183			5,158			6,099		2,453
Stock-based compensation in selling, general and administrative expenses	2,774		3,007			5,611			6,163		2,837
Goodwill impairment	—		7,541			—			7,541		—
(Increase) decrease in provision for income taxes without the effect of stock-based compensation	161		936			(18		)	566		(179		)
Non-GAAP net income (loss) attributable to OmniVision Technologies, Inc.	$	14,348	$	10,075		$	10,411		$	22,878	$	(3,937	)
Non-GAAP net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	$	0.28	$	0.20		$	0.21		$	0.45	$	(0.08	)
Diluted	$	0.27	$	0.19		$	0.20		$	0.44	$	(0.08	)
Shares used in computing non-GAAP net income (loss) per share attributable to OmniVision Technologies, Inc. common stockholders:
Basic	50,763		50,754			50,668			51,006		50,574
Diluted	52,477		51,675			52,075			51,835		50,574