CALIFORNIA
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77-0220697
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3430 W. Bayshore Road, Suite 103, Palo Alto, California
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94303
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(Address of principal executive office)
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(Zip Code)
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Large-accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o(Do not check if smaller reporting company)
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Smaller reporting company
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x
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RISK FACTORS
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June 30 ,
2011
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March 31,
2011
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(unaudited)
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(audited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 23,872 | $ | 25,779 | ||||
Prepaid expenses and other current assets
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72 | 105 | ||||||
Income tax receivable
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1,370 | — | ||||||
Deferred tax asset
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411 | 556 | ||||||
Total current assets
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25,725 | 26,440 | ||||||
Property and equipment, at cost
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Machinery and equipment
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62 | 62 | ||||||
Furniture and fixtures
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17 | 17 | ||||||
79 | 79 | |||||||
Accumulated depreciation
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(71 | ) | (70 | ) | ||||
8 | 9 | |||||||
Other assets
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Non-current deferred tax assets
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579 | 783 | ||||||
Total other assets
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579 | 783 | ||||||
Total assets
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$ | 26,312 | $ | 27,232 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$ | 120 | $ | 32 | ||||
Accrued expenses
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461 | 211 | ||||||
Accrued employee compensation
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1 | 684 | ||||||
Total current liabilities
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582 | 927 | ||||||
Other liabilities:
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Non-current taxes payable
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4,098 | 4,098 | ||||||
Total liabilities
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4,680 | 5,025 | ||||||
Stockholders’ equity:
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Preferred stock, no par value
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Authorized shares – 5,000
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No shares issued or outstanding
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— | — | ||||||
Common stock
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Authorized shares – 50,000
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Issued and outstanding – 11,646 at June 30, 2011 and March 31, 2011
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13,544 | 13,544 | ||||||
Retained earnings
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8,088 | 8,663 | ||||||
Total stockholders’ equity
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21,632 | 22,207 | ||||||
Total liabilities and stockholders’ equity
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$ | 26,312 | $ | 27,232 |
OPTi Inc.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(in thousands, except for per share data)
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(unaudited)
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Three Months Ended
June 30,
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||||||||
2011
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2010
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Sales
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License and royalties
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$ | — | $ | 35,125 | ||||
Net sales
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— | 35,125 | ||||||
Costs and expenses
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Selling, general and administrative
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873 | 1,862 | ||||||
Total costs and expenses
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873 | 1,862 | ||||||
Operating income (loss)
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(873 | ) | 33,263 | |||||
Interest and other income, net
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4 | 2 | ||||||
Income (loss) before provision for income taxes
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(869 | ) | 33,265 | |||||
Income tax provision (benefit)
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(294 | ) | 13,475 | |||||
Net income (loss)
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$ | (575 | ) | $ | 19,790 | |||
Basic net income (loss) per share
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$ | (0.05 | ) | $ | 1.70 | |||
Shares used in computing basic per share amounts
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11,646 | 11,642 | ||||||
Diluted net income (loss) per share
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$ | (0.05 | ) | $ | 1.70 | |||
Shares used in computing diluted per share amounts
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11,646 | 11,646 |
Three Months Ended
June 30,
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2011
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2010
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Cash flows from operating activities:
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Net income (loss)
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$ | (575 | ) | $ | 19,790 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
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Depreciation
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1 | 1 | ||||||
Deferred income taxes
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349 | 11,441 | ||||||
Changes in operating assets and liabilities:
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Accounts receivable
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— | (21,000 | ) | |||||
Prepaid expenses and other current assets
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33 | (27 | ) | |||||
Income taxes receivable
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(1,370 | ) | — | |||||
Accounts payable
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88 | (1,667 | ) | |||||
Accrued expenses
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250 | 106 | ||||||
Accrued employee compensation
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(683 | ) | 618 | |||||
Income taxes payable
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— | 2,034 | ||||||
Net cash provided by (used in) operating activities
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(1,907 | ) | 11,296 | |||||
Net increase (decrease) in cash and cash equivalents
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(1,907 | ) | 11,296 | |||||
Cash and cash equivalents, beginning of period
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25,779 | 3,578 | ||||||
Cash and cash equivalents, end of period
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$ | 23,872 | $ | 14,874 |
Three Months Ended
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June 30,
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2011
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2010
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Net income (loss)
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$ | (575 | ) | $ | 19,790 | |||
Weighted average number of common shares outstanding
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11,646 | 11,642 | ||||||
Basic net income (loss) per share
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$ | (0.05 | ) | $ | 1.70 | |||
Weighted average number of common shares outstanding
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11,646 | 11,642 | ||||||
Effect of dilutive securities:
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Employee stock options
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— | 4 | ||||||
Denominator for diluted net income (loss) per share
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11,646 | 11,646 | ||||||
Diluted net income (loss) per share
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$ | (0.05 | ) | $ | 1.70 |
June 30,
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March 31,
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2011
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2011
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Cash
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$ | 100 | $ | 100 | ||||
Money markets funds
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23,772 | 25,679 | ||||||
$ | 23,872 | $ | 25,779 |
Level I
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—
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Observable inputs such as quoted prices in active markets;
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Level II
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—
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Inputs other than the quoted prices in active markets that are observable either directly or indirectly; and
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Level III
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—
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Unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures its investments and marketable securities at fair value.
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March 31, 2012
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$ | 58,593 | ||
Total lease commitment
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$ | 58,593 |
Exhibit
Number
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Description
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3.1
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Registrant’s Articles of Incorporation, as amended (1)
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3.2
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Registrant’s Bylaws (1)
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10.1
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1993 Stock Option Plan, as amended (1)
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10.2
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1993 Director Stock Option Plan (1)
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10.3
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Form of Indemnification Agreement Between Registrant and its Officers and Directors (1)
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10.4
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1996 Employee Stock Purchase Plan (2)
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10.5
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1995 Employee Stock Option Plan, as amended
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10.6
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Patent License Agreement between Intel Corporation and OPTi Inc. (4)
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10.7
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OPTi Inc. Technology License Agreement between OPTi Inc. and Opti Technologies Inc. dated as of September 30, 2002 (5)
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10.8
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Lease Agreement with John Arrillaga, Trustee, or his Successor Trustee UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, dated as of November 21, 2006
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10.9
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Employment Agreement with Bernard T. Marren, dated as of November 27, 2007 (7)
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10.10
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Employment Agreement with Michael M. Mazzoni, dated as of November 7, 2007 (7)
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10.11
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Dismissal and License Option Agreement with Broadcom, dated December 23, 2008 (8)
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10.12
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Standstill and Option Agreement with Renesas Technology Corp. and Renesas Technology America, Inc., dated as of January 23, 2009 (9)
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10.13
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Settlement and License Agreement with VIA Technologies, Inc., dated as of October 1, 2009 (10)
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10.14
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Amendment No. 1 to Lease Agreement with John Arrillaga, Trustee, or his Successor Trustee UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR’S TRUST) as amended, dated as of December 11, 2009 (11)
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10.15
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Litigation Settlement and License Agreement with Advanced Micro Devices, Inc., dated as of April 30, 2010 (13)
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10.16
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Settlement and License Agreement with Advanced Micro Devices, Inc., dated as of April 30, 2010 (13)
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10.17
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Pre-Snoop Patent License and Arbitration Settlement Agreement with NVIDIA Corporation, dated as of September 28, 2010 (14)
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10.18
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Settlement and License Agreement with Apple Inc., dated as December 6, 2010 (15)
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10.19
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Patent License Agreement with Exar Corporation, dated March 14, 2011 (16)
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31.1
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Section 302 Certification of Chief Executive Officer
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31.2
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Section 302 Certification of Chief Financial Officer
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32.1
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Section 906 Certification of Chief Executive Officer
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32.2
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Section 906
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(1)
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Incorporated by reference to Registrants Statement on Form S-1 (File No. 33-59978) as declared effective by the Securities and Exchange Commission on May 11, 1993.
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(2)
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Incorporated by reference to the Registration Statement on Form S-8 (File No. 333-15181) as filed with the Securities and Exchange Commission on October 1, 1996.
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(3)
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Incorporated by reference to Registration Statement on Form S-8 (File No. 333-17299) as filed with the Securities and Exchange Commission on December 5, 1996.
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(4)
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Incorporated by reference to the Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999, of OPTi Inc., (File No. 000-21422).
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(5)
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Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2002 (File No. 000-21422).
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(6)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended December 31, 2006, of OPTi Inc. (File No. 000-21422).
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(7)
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Incorporated by reference to the Definitive Proxy Statement Filed Pursuant to Section 14(a) of the Securities Exchange Act of 1934 on October 29, 2007 (File No. 000-21422).
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(8)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended December 31, 2008, of OPTi Inc. (File No. 000-21422).
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(9)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2009, of OPTi Inc. (File No. 000-21422).
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(10)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2009, of OPTi Inc. (File No. 000-21422).
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(11)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended December 31, 2009, of OPTi Inc., as amended (File No. 000-21422).
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(12)
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Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2010 (File No. 000-21422).
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(13)
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Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010, of OPTi Inc. (File No. 000-21422).
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(14)
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Incorporated by reference to the Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2005, of OPTi Inc. (File No. 000-21422).
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(15)
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Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2010 (File No. 000-21422).
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(16)
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Incorporated by reference to the Annual Report on Form 10-K for the Fiscal Year Ended March 31, 2011, of OPTi Inc. (File No. 000-21422).
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OPTi Inc.
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Date: August 15, 2011
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By:
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/s/ Michael Mazzoni
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Michael Mazzoni
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Signed on behalf of the Registrant and as
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Chief Financial Officer
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I, Bernard T. Marren, certify that:
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1.
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I have reviewed this quarterly report on Form 10-Q of OPTi Inc.;
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2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) – 15(f) and we have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
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d)
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disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any, fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 15, 2011
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/s/ Bernard T. Marren
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Bernard T. Marren
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President, Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of OPTi Inc.;
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2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) – 15(f) and we have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
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d)
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disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any, fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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August 15, 2011
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/s/Michael Mazzoni
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Michael Mazzoni
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Chief Financial Officer
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(1)
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The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Bernard T. Marren
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Date: August 15, 2011
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Bernard T Marren, President & Chief Executive Officer
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(1)The Report fully complies with requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Michael Mazzoni
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Date: August 15, 2011
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Michael F. Mazzoni, Chief Financial Officer
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