##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
| | - | ----------------------------------------------

| |  | OF THE SECURITIES EXCHANGE ACT OF 1934
| |  | --------------------------------------

For the Fiscal Year Ended March 31, 2011



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
| | - | --------------------------------------------------

| |  | OF THE SECURITIES EXCHANGE ACT OF 1934
| |  | --------------------------------------

For the Transition Period from  to





Commission
File Number 0-21422

OPTi Inc.

(Exact name of registrant as specified in its charter)







|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|CALIFORNIA                                                    |  | 77-0220697                          
|(State or other jurisdiction of
incorporated or organization) |  | (I.R.S. Employer Identification No.)
|                                                              | 
|3430 W. Bayshore Road, Palo Alto, California                  |  | 94303                               
|(Address of principal executive office)                       |  | (Zip Code)                          

Registrants telephone number, including area code   (650) 213-8550

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:   Common Stock, no par value

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined by Rule 405 of the Securities
Act    Yes   ̈    No  x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the
Act    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.     ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule
12b-2 of the Exchange Act.



|                           |  |  |  |                             
|-------------------------- |  |  |  | ----------------------------
|Large Accelerated Filer   ̈ |  |  |  | Accelerated Filer   ̈        
|                           |  | 
|Non-Accelerated Filer   ̈   |  |  |  | Smaller Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common
Stock on September 30, 2010, as reported on the Over the CounterBulletin Board, was approximately $17,373,152 and closing price of $2.60. Shares of Common Stock held by each executive officer, director, and by each person who owns 5% or
more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares outstanding of the registrants common stock as of May 31, 2011 was 11,645,903.









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##### Table of Contents

OPTi Inc.

Form 10-K

For the Fiscal Year Ended March 31, 2011

INDEX



|         |  |                                                                                                             |  |            |    | 
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | ---------- | -- | 
|         |  |                                                                                                             |  | PageNumber |   
|PART I   |  |                                                                                                             |  |            |    | 
|         |  |                                                                                                            
|Item 1.  |  | Business                                                                                                    |  |            | 1  | 
|         |  |                                                                                                            
|Item 1A. |  | Risk Factors                                                                                                |  |            | 4  | 
|         |  |                                                                                                            
|Item 2.  |  | Properties                                                                                                  |  |            | 6  | 
|         |  |                                                                                                            
|Item 3.  |  | Legal Proceedings                                                                                           |  |            | 6  | 
|         |  |                                                                                                            
|Item 4.  |  | Reserved                                                                                                    |  |            | 8  | 
|         |  |                                                                                                            
|PART II  |  |                                                                                                             |  |            |    | 
|         |  |                                                                                                            
|Item 5.  |  | Market for Registrants Common Stock, Related Stockholder Matters And Issuer Purchases of Equity Securities |  |            | 9  | 
|         |  |                                                                                                            
|Item 6.  |  | Not Applicable                                                                                              |  |            | 9  | 
|         |  |                                                                                                            
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  |            | 10 | 
|         |  |                                                                                                            
|Item 7A. |  | Not Applicable                                                                                              |  |            | 12 | 
|         |  |                                                                                                            
|Item 8.  |  | Financial Statements and Supplementary Data                                                                 |  |            | 12 | 
|         |  |                                                                                                            
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                       |  |            | 12 | 
|         |  |                                                                                                            
|Item 9A. |  | Controls and Procedures                                                                                     |  |            | 12 | 
|         |  |                                                                                                            
|Item 9B. |  | Other Information                                                                                           |  |            | 13 | 
|         |  |                                                                                                            
|PART III |  |                                                                                                             |  |            |    | 
|         |  |                                                                                                            
|Item 10. |  | Directors and Executive Officers and Corporate Governance                                                   |  |            | 14 | 
|         |  |                                                                                                            
|Item 11. |  | Executive Compensation                                                                                      |  |            | 15 | 
|         |  |                                                                                                            
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              |  |            | 21 | 
|         |  |                                                                                                            
|Item 13. |  | Certain Relationships and Related Transactions and Director Independence                                    |  |            | 23 | 
|         |  |                                                                                                            
|Item 14. |  | Principal Accountant Fees and Services                                                                      |  |            | 24 | 
|         |  |                                                                                                            
|PART IV  |  |                                                                                                             |  |            |    | 
|         |  |                                                                                                            
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                  |  |            | 26 | 
|         |  |                                                                                                            
|         |  | Signatures                                                                                                  |  |            | 29 | 



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##### Table of Contents

PART I



|Item 1. | Business
|------- | --------

Information set
forth in this report includes forward looking statements made within the meaning of Section 27A of the Security Act of 1933, as amended and Section 21E of the Securities and Exchange Act of 1934, as amended that involve risks and
uncertainties. The Companys actual results may differ significantly from the results discussed in the forward looking statements as a result of a number of factors, including the Companys ongoing efforts to enforce its intellectual
property rights, its current litigation efforts and the uncertainty inherent in such litigation, the willingness of the parties the Company believes are infringing its patents to settle our claims against them, the amount of litigation costs the
Company must incur in pursuing its patent infringement claims, the degree to which technology subject to our intellectual property rights is used by other companies in the personal computer and semiconductor industries and our ability to obtain
license revenues from them, changes in intellectual property law in such industries and in general and other matters. Readers are encouraged to refer to Risk Factors found below.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are
available on the Securities and Exchange Commission website http://www.sec.gov.

The Company will furnish a copy of this Form
10-K upon written request and without charge. All requests for the Form 10-K should be sent by mail to: OPTi Inc, 3430 W. Bayshore Road, Suite 103, Palo Alto, CA 94303 attn: Investor Relations.

Introduction

OPTi Inc.
a California corporation (OPTi or the Company), was founded in 1989, as an independent supplier of semiconductor products to the personal computer (PC) and embedded marketplaces.

From inception through 1998, OPTis principal business was its core logic products for desktop PCs and the Company employed as many
as 235 employees over the years. However, in time, OPTi faced increasingly tight competition from companies with substantially greater financial, technical, distribution and marketing resources. During February 1999, the Company completely ceased
further development of core logic products, although OPTi continued to ship such products to customers up to September 2002.

In September 2002, the Company sold its product fabrication, distribution and sales operations to Opti Technologies, Inc., an unrelated
third party, and the Company ceased manufacturing, marketing and sales operations. However, the Company believes that certain of its patented technology is in unlicensed use and the Company has been engaged in perfecting its intellectual property
position, investigating unlicensed use of its technology and developing and validating a strategy to pursue product licenses from unlicensed users.

During the fiscal year 2011, the Company recorded net revenue of $50,625,000 relating to licensing agreements on its Predictive Snooping and Compact ISA technology. The vast majority of the fiscal year
2011 revenue relates to licensing activity with Advanced Micro Devices (AMD) and Apple, Inc. (Apple). During the fiscal year 2010, the Company also recorded net revenue of $650,000 relating to a license with VIA Technologies
(VIA).

OPTi holds a majority of its liquid assets in cash and cash equivalents for the purpose of financing its
efforts to pursue licenses and claims relating to its intellectual property.

Industry Background

During the last decade, the PC industry has grown rapidly as increased functionality combined with lower pricing has made PCs
valuable and affordable tools for business and personal use.



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The trend to higher performance, lower cost personal computers has been accompanied by a
variety of changes in the market for PCs and the technologies used to address these emerging market requirements. The consumer and home office sectors have become the fastest growing sectors of the PC market, driven, in part, by the emergence
of low-cost multimedia computers and peripherals.

Growth has continued in the PC market as computer and consumer electronics
industries have converged, combining increased multimedia and communications capabilities. Todays systems increasingly offer more powerful microprocessors, highly integrated chipsets, integrated video, stereo sound, high-speed fax and modem
communications and DVD.

OPTi believes that the existing technology used in current generations of core logic chipsets may be
infringing some of the patented technology that the Company had developed.

Strategy

Pursue Infringement Claims for Proprietary Chipset Technologies

The Companys current strategy is to pursue licensing opportunities to resolve potential infringement of its proprietary intellectual
property in the core logic area. During the first quarter of fiscal year 2000, the Company entered into a one-time licensing arrangement for $13,311,000 on the core logic technology that the Company developed during its existence. During the first
quarter of fiscal year 2004, the Company entered into another one-time license arrangement for $425,000 on its patented technology. The Company believes that there may be additional companies that may be infringing its patents. The Company is
actively working to explore all possible arrangements to settle such infringements.

On October 19, 2004, the Company
announced that it filed a complaint against NVIDIA, in the Eastern District of Texas, for infringement of five U.S. patents relating to its Predictive Snooping chipset technology.

On August 3, 2006, the Company entered into a license and settlement agreement with NVIDIA. Under the license agreement the Company
agreed to dismiss its patent infringement lawsuit against NVIDIA and licensed certain patents to NVIDIA. NVIDIA made a non-refundable, non-creditable fully earned payment of $11 million to the Company. There is no future performance obligation. In
accordance with the Companys revenue recognition policy $11 million was recorded as revenue during the quarter ended September 30, 2006 as persuasive evidence that an agreement existed, delivery had occurred and there were no future
performance obligations, fees were fixed or determinable and collectability was reasonably assured.

The license agreement
also provides that the Company receive quarterly royalty payments of $750,000 from NVIDIA, so long as NVIDIA continues to use the Companys Predictive Snoop technology, commencing in February 2007 up to a maximum of 12 such payments in exchange
for a license for future use of the Pre-Snoop patents.

On October 17, 2007 the Company initiated arbitration against
NVIDIA because the Company believed that NVIDIA breached the terms of the license agreement. The Company sought payment for the past due quarters that OPTi believed NVIDIA continued to use the Pre-Snoop technology. The arbitrator in September 2008
ruled in OPTis favor and awarded the Company a total of five quarterly royalty payments of $750,000 each for a total of $3,750,000. This amount was recognized as revenue in the fiscal year 2009 in accordance with the Companys revenue
recognition policy.

On December 10, 2009, the Company initiated another arbitration against NVIDIA because the Company
believes that NVIDIA continues to use the Pre-Snoop technology in breach of the terms of the license agreement. The Company was seeking payment of the additional quarterly royalty payments it is entitled to under the terms of the license agreement.



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On September 29, 2010, the Company announced that it had entered into a patent
licensing and arbitration agreement with NVIDIA. Under the terms of the agreement, the Company received one lump sum of $2,000,000 for granting NVIDIA a fully paid-up license to the Companys Pre-Snoop patents under the terms of the license
agreement. This amount was recognized as revenue in fiscal year 2011 in accordance with the companys revenue recognition policy

On November 15, 2006, the Company announced that it had filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against Advanced Micro Devices, Inc.
(AMD) for infringement of three U.S. patents relating to its Predictive Snooping technology.

On
April 30, 2010, the Company entered into a litigation settlement and license agreement with AMD. Under the license agreement the Company agreed to dismiss its patent infringement lawsuit against AMD and licensed certain patents to AMD. In
accordance with the Companys revenue recognition policy $32 million was recorded as revenue during the quarter ending June 30, 2010 as persuasive evidence that an agreement existed, delivery had occurred and there were no future
performance obligations, fees were fixed or determinable and collectability was reasonably assured.

On January 16, 2007,
the Company announced that it had filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against Apple Inc. (Apple) for infringement of three U.S. patents. The three patents at issue in
the lawsuit are U.S. Patent No. 5,710,906, U.S. Patent No. 5,813,036 and U.S. Patent No. 6,405,291, which are all entitled Predictive Snooping of Cache Memory for Master-Initiated Accesses. The Company alleged that Apple
infringed the patents by making, selling, and offering for sale desktop and portable computers and servers incorporating Predictive Snooping technology.

On April 23, 2009 a jury from the United States District Court for the Eastern District of Texas ruled in OPTis favor in the patent infringement trial between OPTi and Apple Inc. The jury ruled
on the following four issues:



| |  |  | In the matter of willful infringement, the jury ruled that Apple willfully infringed OPTis patents;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | In the matter of Apples defense that OPTis patents were invalid due to obviousness, the jury ruled that OPTis patents were valid;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the matter of Apples defense that the patents were invalid due to anticipation, the jury ruled that the OPTis patents were valid;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the matter of damages, the jury awarded OPTi $19 million for Apples infringement of OPTis patents.
| | - |  | -------------------------------------------------------------------------------------------------------

The court had ruled previously that Apple had infringed the OPTi patents at issue on April 3, 2009.

On December 3, 2009, the court issued the final judgment in the patent infringement action between OPTi and Apple. The court ordered
that OPTi recover from Apple a reasonable royalty of $19.0 million in actual damages. The court also awarded an additional $2.7 million in pre-judgment interest for a total award of $21.7 million. The court also found that there was no willful
infringement in the case and denied any request for reimbursement of attorney fees.

On December 9, 2010, the Company
announced that it had entered into a Settlement and License Agreement with Apple. Under the terms of the agreement, OPTi received one lump sum payment, in December 2010, for granting Apple a fully paid up, royalty free license to OPTi patents. This
amount was recognized as revenue in fiscal year 2011 in accordance with the companys revenue recognition policy

On
July 3, 2007, the Company announced that it had filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against eight companies for infringement of two U.S. patents. The two patents at issue in
the lawsuit were U.S. Patent No. 5,944,807 and U.S. Patent No. 6,098,141; both entitled Compact ISA-Bus Interface. The Company alleged that Advanced Micro Devices, Atmel Corporation,



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Broadcom Corporation, Renesas Technology America, Inc., Silicon Storage Technology, Inc., SMSC, STMicroelectronics and VIA Technologies, Inc. infringed the patents by making, selling, and
offering one or more of the following products: core logic chipsets, Super I/O devices, Trusted Platform Modules, certain flash memory devices, certain I/O controllers and other semiconductor products incorporating Compact ISA-Bus Interface
technology. The Company settled with Broadcom Corporation, Renesas Technology America, Inc., Silicon Storage Technology, Inc. and STMicroelectronics during the fiscal year ended March 31, 2009. During fiscal year 2010, the Company settled with
Atmel Corporation, SMSC and VIA. The settlement amount received from Atmel Corporation of $125,000 is included in other income for the quarter ended June 30, 2009. The settlement amount received from SMSC of $1,900,000 is included in other
income for the quarter ended September 30, 2009. The settlement amount received from VIA of $650,000 was included in revenue for the quarter ended December 31, 2009.

On April 30, 2010, the Company entered into a settlement and license agreement with AMD. Under the license agreement the Company agreed to dismiss its patent infringement lawsuit against AMD and
licensed certain patents to AMD. AMD has made a non-refundable, non-creditable fully earned payment totaling $3 million to the Company. There is no future performance obligation. In accordance with the Companys revenue recognition policy, $3
million was recorded as revenue during the quarter ending June 30, 2010, as persuasive evidence that an agreement existed, delivery had occurred and there were no future performance obligations, fees were fixed or determinable and
collectability was reasonably assured.

Intellectual Property

The Company had sought to protect its proprietary technology by the filing of patents. The Company currently has thirty four issued U.S. patents based on certain aspects of the Companys designs.

The Company entered into license agreements in the past regarding certain alleged infringement claims asserted by third
parties. There can be no assurance that additional infringement, invalidity, right to use or ownership claims by third parties or claims for indemnification resulting from infringement claims will be asserted in the future. If any other claims or
actions are asserted against the Company, the Company may seek to obtain a license under a third partys intellectual property rights. There can be no assurance, however, that a license will be available under reasonable terms or at all. The
failure to obtain a license under a patent or intellectual property right from a third party for technology used by the Company could cause the Company to incur substantial liabilities and adversely affect the Companys pursuit of its own
patent infringement claims. In addition, should the Company decide to litigate the claims, such litigation could be extremely expensive, time consuming and could materially and adversely affect the Companys business, financial condition and
results of operations, regardless of the outcome of the litigation.

Employees

The Company has one full-time and two part-time general and administration employees. The Companys ability to retain key employees
is a critical factor to the Companys success.



|Item 1A. | Risk Factors
|-------- | ------------

Trading
of OPTi Common Stock on the OTC Bulletin Board

Our common stock is currently traded on the OTC Bulletin Board. Some
investors may be less likely to invest in stocks that are not traded on recognized national markets and listing services such as NASDAQ. Therefore, investors in our common stock may experience reduced liquidity when attempting to trade shares of our
common stock.



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Dependence on Intellectual Property Position

The success of the Companys current strategy of resolving potential infringement of its patented core logic technology can be
affected by new developments in intellectual property law generally and with respect to semiconductor patents in particular and upon the Companys success in defending its patent position. It is difficult to predict developments and changes in
intellectual property law. However, such changes could have an adverse impact on the Companys ability to pursue infringement claims on its previously developed technology.

The Companys Pre-Snoop patented technology was originally filed with the United States Patent and Trademark Office
(USPTO) in July 1995 and all three patents in this technology will expire in July 2015. The Companys Compact ISA technology was originally filed in February 1996 with the USPTO and the three patents relating to this technology will
expire in February 2016.

The Company continues to explore potential new infringers of its patented technology in both the
Pre-Snoop and Compact ISA technology but can make no assurances that it will be successful in finding additional infringers.

Uncertain Revenue Stream

Although the Company has commenced legal action and continues to pursue license revenues relating to the unauthorized use of its intellectual property, there can be no assurances whether or when revenues
will result from the pursuit of such claims.

In addition, the Companys focus on pursuing claims related to its
intellectual property position can result in one time payments that may increase revenues during a single fiscal period but may not be repeated in future periods. For example, in the fiscal quarter ended September 30, 2006, the Company reached
a settlement of certain claims and counterclaims with NVIDIA that included, among other things, a one-time cash payment to the Company. Under the terms of the settlement, the Company was to receive future payments from NVIDIA if they continued to
use the patented technology. Consequently, settlements of these claims will cause our operating results to fluctuate from period to period and revenues that we may receive from such a settlement should not be viewed as indicative of future trends in
our operating results.

Outcome of VIA and SIS Legal Actions

On July 30, 2010, the Company filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas
against VIA and System Integrated Systems Corp. (SIS) for infringement of two U.S. patents. The two patents at issue in the lawsuit are U.S. Patent No. 5,710,906 and U.S. Patent No. 6,405,291, which are all entitled
Predictive Snooping of Cache Memory for Master-Initiated Accesses. The Company alleged that VIA and SIS infringed the patents by making, selling, and offering for sale desktop and portable computers and servers incorporating Predictive
Snooping technology.

The outcome in the VIA and SIS legal actions will have significant effects on the Companys ability
to realize ongoing license revenue.

Third Party Intellectual Property Infringement Claims

The PC industry is characterized by vigorous protection and pursuit of intellectual property rights or positions, which may result in
significant protracted expensive litigation. There can be no assurance that additional infringement, invalidity, right to use or ownership claims by third parties or claims for indemnification resulting from infringement claims will be asserted in
the future. If any other claims or actions are asserted against the Company, the Company may seek to obtain a license under a third partys intellectual property rights. There can be no assurance, however, that a license will be available under
reasonable terms or at all. The failure to obtain a license under a patent or intellectual property right from a third party for technology used by the



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Company could cause the Company to incur substantial liabilities and adversely affect the Companys pursuit of its own patent infringement claims. In addition, should the Company decide to
litigate the claims, such litigation could be extremely expensive and time consuming and could materially and adversely affect the Companys business, financial condition and results of operations, regardless of the outcome of the litigation.

Fluctuations in Operating Results

The Company has experienced significant fluctuations in its operating results in the past and expects that it will experience such fluctuations in the future. In the past, these fluctuations have been
caused by a variety of factors including the ability to license its technology, cost of infringement analysis and litigation expenses. In the future, the Companys operating results will largely be dependent on its ability to generate revenue
from its pursuit of license and patent infringement claims.

Limited Trading Volume

Daily trading volume in our shares has varied from zero to over one hundred thousand shares during the last two years. Therefore,
investors in our stock may find liquidity in our shares to be limited and difficult to predict.

Possible Volatility of
Stock Price

There can be no assurances as to the Companys operating results in any given period. The Company expects
that the trading price of its common stock will continue to be subject to significant volatility.

Uncertainty of Future
Distributions to Shareholders

From time to time, the Company has made distributions to its shareholders of funds that it
believed unlikely to be required for the pursuit of its legal strategy. On August 12 and December 15, 2010, the Company paid cash dividends of $0.75 and $0.65 per share, respectively, on each share of the Companys common stock. Its
most recent previous cash distribution had occurred in 2007. The amount and frequency of future distributions to shareholders depends upon a number of factors including the Companys ability to achieve future revenues from its patent
infringement claims, the amount of the Companys legal, operating and compensation costs, tax treatment of such dividends and changes to the Companys intellectual property position or strategy. Accordingly, there can be no assurance
regarding the amount or frequency of future distributions or whether they may occur at all.



|Item 2. | Properties
|------- | ----------

The Company
is headquartered in Palo Alto, California, where it leases administrative facilities in one location consisting of an aggregate of approximately, 2,800 square feet. The lease on this building expires in December 2011. The Company believes that it
will have the ability to either renew the lease in its existing facility or find alternative space once the lease expires.



|Item 3. | Legal Proceedings
|------- | -----------------

On
October 19, 2004, the Company announced that it filed a complaint against NVIDIA, in the Eastern District of Texas, for infringement of five U.S. patents relating to its Predictive Snooping chipset technology.

On August 3, 2006, the Company entered into a license and settlement agreement with NVIDIA. Under the license agreement the Company
agreed to dismiss its patent infringement lawsuit against NVIDIA and licensed certain patents to NVIDIA. NVIDIA made a non-refundable, non-creditable fully earned payment of $11 million to the Company. There is no future performance obligation. In
accordance with the Companys revenue recognition policy $11 million was recorded as revenue during the quarter ended September 30, 2006 as persuasive evidence that an agreement existed, delivery had occurred and there were no future
performance obligations, fees were fixed or determinable and collectability was reasonably assured.



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The license agreement also provides that the Company receive quarterly royalty payments of
$750,000 from NVIDIA, so long as NVIDIA continues to use the Companys Predictive Snoop technology, commencing in February 2007 up to a maximum of 12 such payments in exchange for a license for future use of the Pre-Snoop patents.

On October 17, 2007 the Company initiated arbitration against NVIDIA because the Company believed that NVIDIA breached the terms of
the license agreement. The Company sought payment for the past due quarters that OPTi believed NVIDIA continued to use the Pre-Snoop technology. The arbitrator in September 2008 ruled in OPTis favor and awarded the Company a total of five
quarterly royalty payments of $750,000 each for a total of $3,750,000. This amount was recognized as revenue in the fiscal year 2009 in accordance with the Companys revenue recognition policy.

On December 10, 2009, the Company initiated another arbitration against NVIDIA because the Company believes that NVIDIA continues to
use the Pre-Snoop technology in breach of the terms of the license agreement. The Company was seeking payment of the additional quarterly royalty payments it is entitled to under the terms of the license agreement.

On September 29, 2010, the Company announced that it had entered into a patent licensing and arbitration agreement with NVIDIA.
Under the terms of the agreement, the Company received one lump sum of $2,000,000 for granting NVIDIA a fully paid-up license to the Companys Pre-Snoop patents under the terms of the license agreement. This amount was recognized as revenue in
fiscal year 2011 in accordance with the companys revenue recognition policy

On November 15, 2006, the Company
announced that it had filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against Advanced Micro Devices, Inc. (AMD) for infringement of three U.S. patents relating to its
Predictive Snooping technology.

On April 30, 2010, the Company entered into a litigation settlement and
license agreement with AMD. Under the license agreement the Company agreed to dismiss its patent infringement lawsuit against AMD and licensed certain patents to AMD. In accordance with the Companys revenue recognition policy $32 million was
recorded as revenue during the quarter ending June 30, 2010 as persuasive evidence that an agreement existed, delivery had occurred and there were no future performance obligations, fees were fixed or determinable and collectability was
reasonably assured.

On January 16, 2007, the Company announced that it had filed a patent infringement lawsuit in the
United States District Court for the Eastern District of Texas against Apple Inc. (Apple) for infringement of three U.S. patents. The three patents at issue in the lawsuit are U.S. Patent No. 5,710,906, U.S. Patent
No. 5,813,036 and U.S. Patent No. 6,405,291, which are all entitled Predictive Snooping of Cache Memory for Master-Initiated Accesses. The Company alleged that Apple infringed the patents by making, selling, and offering for
sale desktop and portable computers and servers incorporating Predictive Snooping technology.

On April 23, 2009 a jury
from the United States District Court for the Eastern District of Texas ruled in OPTis favor in the patent infringement trial between OPTi and Apple Inc. The jury ruled on the following four issues:



| |  |  | In the matter of willful infringement, the jury ruled that Apple willfully infringed OPTis patents;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | In the matter of Apples defense that OPTis patents were invalid due to obviousness, the jury ruled that OPTis patents were valid;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the matter of Apples defense that the patents were invalid due to anticipation, the jury ruled that the OPTis patents were valid;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the matter of damages, the jury awarded OPTi $19 million for Apples infringement of OPTis patents.
| | - |  | -------------------------------------------------------------------------------------------------------



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The court had ruled previously that Apple had infringed the OPTi patents at issue on
April 3, 2009.

On December 3, 2009, the court issued the final judgment in the patent infringement action between
OPTi and Apple. The court ordered that OPTi recover from Apple a reasonable royalty of $19.0 million in actual damages. The court also awarded an additional $2.7 million in pre-judgment interest for a total award of $21.7 million. The court also
found that there was no willful infringement in the case and denied any request for reimbursement of attorney fees.

On
December 9, 2010, the Company announced that it had entered into a Settlement and License Agreement with Apple. Under the terms of the agreement, OPTi received one lump sum payment, in December 2010, for granting Apple a fully paid up, royalty
free license to OPTi patents. This amount was recognized as revenue in fiscal year 2011 in accordance with the companys revenue recognition policy

On July 3, 2007, the Company announced that it had filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against eight companies for infringement
of two U.S. patents. The two patents at issue in the lawsuit were U.S. Patent No. 5,944,807 and U.S. Patent No. 6,098,141; both entitled Compact ISA-Bus Interface. The Company alleged that Advanced Micro Devices, Atmel
Corporation, Broadcom Corporation, Renesas Technology America, Inc., Silicon Storage Technology, Inc., SMSC, STMicroelectronics and VIA Technologies, Inc. infringed the patents by making, selling, and offering one or more of the following products:
core logic chipsets, Super I/O devices, Trusted Platform Modules, certain flash memory devices, certain I/O controllers and other semiconductor products incorporating Compact ISA-Bus Interface technology. The Company settled with Broadcom
Corporation, Renesas Technology America, Inc., Silicon Storage Technology, Inc. and STMicroelectronics during the fiscal year ended March 31, 2009. During fiscal year 2010, the Company settled with Atmel Corporation, SMSC and VIA. The
settlement amount received from Atmel Corporation of $125,000 is included in other income for the quarter ended June 30, 2009. The settlement amount received from SMSC of $1,900,000 is included in other income for the quarter ended
September 30, 2009. The settlement amount received from VIA of $650,000 is included in revenue for the quarter ended December 31, 2009.

On April 30, 2010, the Company entered into a settlement and license agreement with AMD. Under the license agreement the Company agreed to dismiss its patent infringement lawsuit against AMD and
licensed certain patents to AMD. AMD has made a non-refundable, non-creditable fully earned payment totaling $3 million to the Company. There is no future performance obligation. In accordance with the Companys revenue recognition policy, $3
million was recorded as revenue during the quarter ending June 30, 2010, as persuasive evidence that an agreement existed, delivery had occurred and there were no future performance obligations, fees were fixed or determinable and
collectability was reasonably assured.

On June 9, 2011, S. Muoio & Co. LLC (SMC) filed a Complaint
to Determine Validity of Election of Corporate Directors and for Ancillary Injunctive Relief (the Complaint) in the Superior Court of the State of California for the County of Santa Clara.

The Complaint challenges the validity of the election of corporate directors conducted by OPTi at its annual meeting of shareholders held
on May 23, 2011 (Annual Meeting) in Palo Alto, CA. SMC specifically seeks a determination that its proposed candidate, Robert H. Edelman, was elected by reason of having the most votes of any candidate at the annual meeting,
and related relief. The Company believes that Mr. Edelman was not properly nominated and is contesting the allegations in the Complaint.

On June 10, 2011, the Court set an expedited hearing as required by California Corporations Code Section 709. The hearing is scheduled for July 18, 2011 in the Santa Clara County
Superior Court.



|Item 4. | Reserved
|------- | --------



8



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##### Table of Contents

PART II



|Item 5. | Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | -----------------------------------------------------------------------------------------------------------

The following required information is filed as a part of this Report:

During fiscal year 2011 the Company paid cash dividends of $0.75 and $0.65 per share, respectively, on each share of the Companys
common stock, equal to approximately $16.3 million. The Company did not issue any cash dividends on its common stock in fiscal year 2010.

The Companys common stock traded on the NASDAQ National Market until May 25, 2004. Its common stock is traded on the OTC Bulletin Board under the ticker symbol OPTI. The following
table sets forth the range of high and low closing prices for the Common Stock:



|                              |  |                        |      |  |              |   |      |             |  |   |          |  |  |   |      | 
|----------------------------- |  | ---------------------- | ---- |  | ------------ | - | ---- | ----------- |  | - | -------- |  |  | - | ---- | 
|                              |  | Quarterly Period Ended |     
|                              |  | June 30                |      |  | September 30 |   |      | December 31 |  |   | March 31 | 
|Common stock price per share: |  |                        |      |  |              |   |      |             |  |   |          |  |  |   |      | 
|Fiscal 2011                   |  |                        |      |  |              |   |      |             |  |   |          |  |  |   |      | 
|High                          |  | $                      | 4.20 |  |              | $ | 3.92 |             |  | $ | 3.17     |  |  | $ | 2.35 | 
|Low                           |  | $                      | 3.34 |  |              | $ | 2.55 |             |  | $ | 2.17     |  |  | $ | 2.02 | 
|                              |  |                        |      | 
|Fiscal 2010                   |  |                        |      |  |              |   |      |             |  |   |          |  |  |   |      | 
|High                          |  | $                      | 3.30 |  |              | $ | 3.90 |             |  | $ | 3.85     |  |  | $ | 4.16 | 
|Low                           |  | $                      | 1.74 |  |              | $ | 3.10 |             |  | $ | 2.78     |  |  | $ | 3.10 | 

As of June 14, 2011, there were approximately 94 holders of record of the Companys common
stock.

The Company did not repurchase any of its equity securities during fiscal 2011 and does not currently intend to do so
in the future.



|Item 6. | Selected Financial Data
|------- | -----------------------

Smaller reporting companies are not required to provide.



9



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##### Table of Contents

|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Information set forth in this report includes forward looking information made within the meaning of Section 27A of the Security Act
of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which involves risks and uncertainties. The Companys actual results may differ significantly from the results discussed in the forward looking
statements as a result of a number of factors, including the Companys ongoing efforts to enforce its intellectual property rights including its current litigation efforts, the willingness of the parties it believes are infringing its patents
to settle its claims against them, the amount of litigation costs the Company must incur in pursuing its patent infringement claims, the degree to which technology subject to the Companys intellectual property rights is used by other companies
in the personal computer and semiconductor industries and our ability to obtain license revenues from them, changes in intellectual property law in such industries and in general and other matters. Readers are encouraged to refer to Risk
Factors.

OPTi was founded in 1989 as an independent supplier of semiconductor products to the personal computer market.
During fiscal 2003, the Company sold its product fabrication, distribution and sales operations to Opti Technologies, Inc., an unrelated third party. As a result of this transaction all future revenues for the Company are expected to be generated
through royalties or from the licensing of the Companys intellectual property.

The Companys current strategy is
to pursue licensing opportunities to resolve potential infringement of its proprietary intellectual property in the core logic area. During fiscal year 2011, the Company entered into a several settlement and licensing arrangements totaling
approximately $52,625,000 on the core logic technology that the Company had developed. The Company believes that there may be additional companies that may be infringing its patents.

See Item 3. Legal Proceedings above.

Critical Accounting Policies

General.  Our discussions and
analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these
financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our
estimates based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that of the significant accounting policies used in preparation of our consolidated financial statements (see Note 1 of Notes to Consolidated Financial Statements) the following are critical
accounting policies, which may involve a higher degree of judgment and complexity.

Revenue Recognition. Revenue from license arrangements is recognized when persuasive evidence of an arrangement exists, delivery has occurred and there are no future performance obligations, fees are fixed or determinable and collectability is reasonably
assured. Royalties are recorded as revenue when earned and collectability is reasonably assured.

Litigation and
Contingencies.  From time to time, we receive various inquiries or claims in connection with patent and other intellectual property rights. We estimate the probable outcome of these claims and accrue estimates of the amounts that we expect
to pay upon resolution of such matters, if needed. Should we not be able to secure the terms we expect, these estimates may change and may result in increased accruals, resulting in decreased profits.



10



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Income Taxes.  Uncertain income tax positions recognized must meet a
more-likely-than-not recognition threshold. Any potential accrued interest and penalties related to unrecognized tax benefits within operations are recorded as income tax expense. To date, there have been no interest or penalties charged to us
related to the underpayment of income taxes. At March 31, 2011, we have a liability for unrecognized tax benefits of $4.1 million, all of which, if recognized, would affect our effective tax rate.

The Company files income tax returns in the U.S. federal jurisdiction and the state of California. The Company is subject to U.S.
federal and California income tax examinations by tax authorities for years 1996 - 2010 and 1994 - 2010, respectively.

Results of
Operation

2011 Compared to 2010 The Company recorded $50,625,000 of net sales during the fiscal year
ended March 31, 2011 (fiscal year 2011) as compared to $650,000 of net sales (which is license fees and related revenues) during the fiscal year ended March 31, 2010 (fiscal year 2010). This increase in net sales
was attributable to higher licensing revenue as the Company entered into licensing agreement with AMD, Apple and additional companies during the fiscal year ended March 31, 2011 versus only the licensing agreement with VIA in fiscal year 2010.
The Companys future revenues depend on the success of our strategy of pursuing license claims on our intellectual property position.

Gross margin for fiscal year 2011 and fiscal year 2010 was 100%. This gross margin is attributable to the Companys revenue in fiscal year 2011 and fiscal year 2010 relating entirely to license and
settlement revenue, which had no associated costs.

Selling, general and administrative (SG&A) expenses for
fiscal year 2011 were $5.1 million as compared to $7.4 million for fiscal year 2010. This represented an approximate 31% decrease in SG&A expenses year over year. This decrease was primarily related to decreased costs associated with the
litigations and arbitration cases against AMD, Apple, Compact ISA defendants and NVIDIA, during 2011.

Net interest and other
income for fiscal year 2011 was $12,000 as compared to $2.3 million in fiscal year 2010. The decrease in net interest and other income in fiscal year 2011, as compared to fiscal year 2010, was primarily due to standstill agreements, which were
recorded as other income, reached during fiscal year 2010.

The Company recognizes income taxes under the liability method.
Deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on
deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

Income tax
expense for fiscal year 2011 was approximately $19.9 million, an effect tax rate of 43.8%, as compared to a benefit of $11.4 million during fiscal year 2010. During the fiscal year ended March 31, 2011, the Company booked the statutory federal and
state tax rates. During fiscal year 2010, the Company based on known sources of future taxable income related to legal settlements consummated during fiscal year 2011 determined that it was more likely than not that $11.4 million of deferred tax
assets would be realized.

Liquidity and Capital Resources

In fiscal year 2011, the Company generated approximately $38.5 million in operating activities primarily related to the operating profit
of the Company, offset in part, by an increase in accounts payable. In fiscal year 2010, the Company used approximately $3.4 million in operating activities primarily related to the operating loss of the Company, offset in part, by a decrease in
accounts payable.

The Company had insignificant investment activities in fiscal year 2011 and 2010, making only $4,000 and
$10,000 in purchases of property and equipment, respectively.



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##### Table of Contents

The Company used approximately $16.3 million in financing activities in fiscal year 2011,
related to cash dividends. The Company had no financing activity during the fiscal year ended March 31, 2010.

As of
March 31, 2011, the Companys principal sources of liquidity included cash and cash equivalents of approximately $25.8 million and working capital of approximately $25.5 million. The Company believes that the existing sources of liquidity
will satisfy the Companys projected working capital and other cash requirements through at least the next twelve months.



|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Smaller reporting companies are not required to provide.



|Item 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

The Companys financial statements and the report of the independent registered public accounting firm appear on pages F-1 through F-14 of this Report.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|------- | -------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

(a) We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-14 and 13a-15 as of the end of the Companys fiscal year ended March 31, 2011. Based upon that evaluation, our Chief Executive Officer along
with our Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

We
review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to improve our controls and procedures over time and to correct any deficiencies that we may discover in the future. Our goal is to
ensure that our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective to achieve our goal,
future events affecting our business may cause us to significantly modify our disclosure controls and procedures.

There were
no changes in our internal controls over financial reporting during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



12



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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal control over financial reporting refers to the process designed by, or under the supervision of our CEO and CFO and effected by
our board of directors, management and other personnel, 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, and includes those policies and procedures that:



| | (1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Management is responsible for establishing and maintaining an
adequate internal control over financial reporting for the Company. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or
improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework set forth in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
framework set forth in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2011. This annual report does not include disclosure of
an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm
pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only managements annual report.



|                        |  |                        
|----------------------- |  | -----------------------
|Bernard Marren          |  | Mike Mazzoni           
|Chief Executive Officer |  | Chief Financial Officer



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III



|Item 10. | Directors and Executive Officers and Corporate Governance
|-------- | ---------------------------------------------------------

Directors and Executive Officers of the Registrant

The directors and
executive officers of the Company, as of June 15, 2011, were as follows:



|                                |  |     |    |  |                           |                                                             
|------------------------------- |  | --- | -- |  | ------------------------- | ------------------------------------------------------------
|Name                            |  | Age |    |  | Position with the Company
|Bernard T. Marren               |  |     | 75 |  |                           | President, Chief Executive Officer and Chairman of the Board
|Michael F. Mazzoni              |  |     | 48 |  |                           | Chief Financial Officer and Secretary                       
|Stephen F. Diamond (1)(2)(4)    |  |     | 55 |  |                           | Director                                                    
|Kapil K. Nanda (1)(3)(4)        |  |     | 65 |  |                           | Director                                                    
|William H. Welling (1)(2)(3)(4) |  |     | 77 |  |                           | Director                                                    



|(1) | Member of the Audit Committee.
|--- | ------------------------------



|(2) | Member of the Compensation Committee.
|--- | -------------------------------------



|(3) | Member of the Nominating Committee.
|--- | -----------------------------------



|(4) | Independent Director
|--- | --------------------

All board
members serve until the next annual meeting of shareholders when they are either re-elected or their successors are elected.

Bernard T. Marren has served as President and Chief Executive Officer of the Company since May 1998. Mr. Marren was elected
as a director in May 1996. He also founded and was the first President of SIA (the Semiconductor Industry Association). Mr. Marren is currently a director at several privately held companies. Mr. Marren also served as a director at Infocus
Corporation, until its sale in 2009, and Microtune, Inc. until its sale in 2010. We believe that Mr. Marren is qualified to sit on our Board because he is the President and Chief Executive Officer of the Company and has served in that role for
the past twelve years.

Michael F. Mazzoni has served as Chief Financial Officer since December 2000. Mr. Mazzoni
also served with the Company from October 1993 to December 1999. The last two years prior to his departure Mr. Mazzoni served as the Companys Chief Financial Officer. Mr. Mazzoni also served as Chief Financial Officer of Horizon
Navigation, Inc., a privately held, car navigation company, from January 2003 to June 2005. Prior to rejoining the Company, Mr. Mazzoni was Chief Financial Officer of Xpeed, Inc., a startup in the Digital Subscriber Line CPE business, from
January 2000 to November 2000. Mr. Mazzoni has over twenty five years of experience in the accounting and finance area for technology companies and has been with the Company for seventeen years. In that time Mr. Mazzoni has accumulated
significant knowledge of the Companys intellectual property and licensing activities.

Stephen F.
Diamond was elected as a director of the Company in September 2003. He is currently an Associate Professor of Law at the Santa Clara University School of Law where he teaches securities regulation, corporation and international business
transactions law. From 1995 to 1999 he was an associate at Wilson Sonsini Goodrich & Rosati where he represented high technology companies including OPTi and investment banks in corporate transactions, including debt and equity offerings,
venture capital investments, and intellectual property rights. Mr. Diamond holds a B.A. from the University of California at Berkeley, a Ph.D. and M. Phil. from the University of London, and a J.D. from Yale Law School. We believe that
Mr. Diamonds experience in securities regulations and business transactions provides strategic guidance to the Company and the Board.

Kapil K. Nanda was elected as a director in May 1996. Mr. Nanda is currently President of InfoGain Corporation, a software and development consulting company, which he founded in 1990.
Mr. Nanda holds a B.S. in Engineering from the University of Punjab, India, an M.S. in Engineering from the University of Kansas,



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and an M.B.A. from the University of Southern California. Mr. Nandas years of management experience with technology companies provide the Company and the Board demonstrated senior
level management ability and critical industry and technology insights.

William H. Welling was elected
as a director in August 1998. He is currently Chairman and CEO of @Comm Corporation, a telecommunications software company. In August 2001, @Comm Corporation filed for protection under Chapter 11 of the Federal Bankruptcy Code. Mr. Welling also
serves as a director on the boards of several private companies. The Company believes that Mr. Wellings management experience with technology companies makes him an excellent member of the Board.

There are no family relationships among any of our directors or executive officers.

Audit Committee Financial Expert.    The Companys Board has not determined whether one of the members of
its audit committee qualifies as an audit committee financial expert as set forth in Item 401(h) of Regulation S-K of the rules promulgated by the Securities and Exchange Commission. Each of the members of the Companys audit committee met
the standards for audit committee membership set forth in the NASDAQ Marketplace Rules when they were selected for the committee by the Board. In light of the nature of the Companys business, the Company believes that its audit committee as
presently constituted possesses the skills and experience necessary to oversee the work of the Companys independent registered Public accounting firm and carry out the duties set forth in the Companys audit committee charter.

Code of Ethics.The Company has adopted a code of ethics that applies to its chief executive officer and
its chief financial officer in accordance with Item 406 of Regulation S-K of the SEC rules. A copy of the code of ethics was included in the exhibit list to the Companys Form 10-K filed for the year ended March 31, 2004 and is
incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Companys officers and directors, and persons
who own more than 10% of a registered class of the Companys equity securities, to file certain reports regarding ownership of, and transactions in, the Companys securities with the Securities and Exchange Commission (the SEC)
and with NASDAQ. Such officers, directors and 10% shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely on its review of copies of Forms 3 and 4 and amendments thereto furnished to the Company pursuant to Rule 16a-3(e) and Forms
5 and amendments thereto furnished to the Company with respect to the last fiscal year, the Company believes that, during the last fiscal year, all Section 16(a) filing requirements applicable to the Companys officers, directors and 10%
shareholders were complied with other than a late initial Form 3 filing by Mr. Diamond.



|Item 11. | Executive Compensation
|-------- | ----------------------

Compensation
Discussion and Analysis

Introduction

The primary objectives of our executive compensation plan are to:



| |  |  | align the financial interests of our executives with those of our shareholders;
| | - |  | -------------------------------------------------------------------------------



| |  |  | motivate and retain the executive talent required to successfully implement our business strategy; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | provide incentives for achieving our short-term and long-term goals.
| | - |  | --------------------------------------------------------------------

To achieve these objectives, our Compensation Committee establishes and reviews compensation packages for our executive officers on an
annual basis, consisting of a combination of salary and cash bonus. During fiscal year 2007 the Compensation Committee determined that it would be appropriate to enter into employment agreements (Employment Agreements) with
Mr. Marren and Mr. Mazzoni, primarily in order to document the



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##### Table of Contents

provisions of the Shareholders Return Bonus (as defined in the Employment Agreements) program, adjust certain of the payment thresholds and address program award payments under particular
circumstances. The shareholders of the Company at the November 27, 2007 annual meeting approved the Employment Agreements for Mr. Marren and Mr. Mazzoni.

The Compensation Committee meets outside the presence of all of our executive officers to consider appropriate compensation for our CEO. For our other executive officer, the Compensation Committee meets
outside the presence such executive officers.

The Compensation Committee considers the recommendations of management when
establishing compensation for our executive officers, but relies upon its own judgment to determine each individuals compensation. Factors that affect the Compensation Committees judgment include each individuals performance and
scope of responsibilities, as well as overall Company performance.

Elements of Executive Compensation

Executive compensation consists of the following elements, as described more fully in the Employment Agreements, copies of which are filed
as Appendix E to our Definitive Proxy Statement on Schedule 14A filed on October 29, 2007:

Base
Salary.    Base salaries for our executives are established based on the scope of their responsibilities, and taking into account the Companys budget guidelines, labor market conditions, and competitive market
compensation paid by other companies for similar positions. Base salaries are reviewed and adjusted annually, to realign salaries with the market after taking into account individual responsibilities, performance and experience.

Discretionary Bonus.    Bonus targets are based on a percentage of the executives base salary. The bonus
plan allows the payment of up to 20% of the executive salary as a target bonus amount. The bonus is ordinarily paid in a single installment following the completion of a given fiscal year. The individual performance objectives tend to be keyed to
the companys goals in regards to licensing its intellectual property. The Compensation Committee did not recommend any discretionary bonuses for Mr. Marren and Mr. Mazzoni during fiscal year 2011.

Change of Control Bonus.    Mr. Marrens and Mr. Mazzonis employment agreements
provide for a change of control bonus (which is defined in their respective agreements) to be paid to them in the event of a change of control transaction while each executive is employed by the Company, provided that the executive signs an
irrevocable general release of all claims against the Company. Upon such a change of control, the Shareholder Return Bonus program would immediately cease, and Mr. Marren and Mr. Mazzoni would instead be entitled to receive a change of
control bonus.

Shareholder Return Bonus.    Currently, the Company has a Shareholder Return
Bonus program under which Mr. Marren and Mr. Mazzoni receive a percentage of either 1) all monies returned to the shareholders of the Company when such a return is made or 2) all monies received from its intellectual property
strategy, if the Company determines not to distribute any third party payments from that strategy within six months of receiving that payment. The compensation ranges from 1% to 5% of the amount received from third party payments from the
intellectual property strategy. During fiscal 2011, the Company awarded Mr. Marren and Mr. Mazzoni $1,032,401 and $688,268, respectively, under the Shareholder Return Bonus plan, from third party payments which were either distributed to
shareholders, in the form of dividends, or were not distributed to shareholders.

On June 13, 2011, the Company paid
Mr. Marren and Mr. Mazzoni a Shareholder Return Bonus in the amount of $682,710. $646,710 of this bonus was paid four days before, and $36,000 was paid ninety five days before, the end of the six-month time period during which the Company
is contractually obligated to make such payments. The Company has in the past paid such Bonuses at the end of the six-month time period. However, the independent directors of the Company were advised by the Companys auditors prior to the end
of the last fiscal year that a payment of this particular Bonus prior to the end of the six-month time period would result in a



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material savings for the Company and thus the independent directors voted unanimously to make the payments prior to the end of the six-month time period.

Stock Options.    The Company does not currently grant stock options to its Executive Officers, as it believes
that the bonus programs better align the goals of management and the shareholders of the Company.

Other
Compensation.    All of our executives are eligible to participate in our employee benefit plans, including medical, dental and 401(k) plans. These plans are available to all full-time employees and do not discriminate in
favor of executive officers.

Final Analysis.    Our current strategic objectives for executive
compensation are to compensate our executives fairly and competitively in return for their devoted efforts, and to avoid having the compensation program interfere with what the Company considers (a) an ongoing trend of meaningful progress
toward achievement of the OPTis business objectives and (b) its incentivized, dedicated, collaborative management environment that is already in place.

Summary Compensation Table

The following table sets forth information
concerning compensation earned for services rendered to us by the Chief Executive Officer and the Chief Financial Officer for fiscal years 2011 and 2010. Collectively, these are the Named Executive Officers:



|                            |  |      |      |  |        |   |         |          |  |  |             |  |  |                 |   |  |                                               |  |   |                                          |  |   |                        |  |  |       |   |  |  |   |        |     |  |   |           | 
|--------------------------- |  | ---- | ---- |  | ------ | - | ------- | -------- |  |  | ----------- |  |  | --------------- | - |  | --------------------------------------------- |  | - | ---------------------------------------- |  | - | ---------------------- |  |  | ----- | - |  |  | - | ------ | --- |  | - | --------- | 
|(a)                         |  | (b)  |      |  | (c)    |   |         | (d)      |  |  | (e)         |  |  | (f)             |   |  | (g)                                           |  |   | (h)                                      |  |   | (i)                    |  |  | (j)   |  
|Name and Principal Position |  | Year |      |  | Salary |   |         | Bonus(1) |  |  | StockAwards |  |  | OptionAwards(2) |   |  | Non-EquityCompensation
IncentivePlan Comp.(3) |  |   | Change inPensionValue
andNQDeferredComp. |  |   | All 
OtherCompensation |  |  | Total |  
|Bernard T. Marren           |  |      | 2011 |  |        | $ | 158,963 |          |  |  |            |  |  |                 |  |  |                                               |  |  |                                          |  | $ | 1,032,401              |  |  |       |  |  |  | $ | 10,899 | (4) |  | $ | 1,202,263 | 
|Chief Executive OfficerCEO |  |      | 2010 |  |        | $ | 157,000 |          |  |  |            |  |  |                 |  |  |                                               |  |  |                                          |  | $ | 89,250                 |  |  |       |  |  |  | $ | 11,000 | (4) |  | $ | 257,250   | 
|                            |  |      |      |  |        |   |         |          | 
|Michael F. Mazzoni          |  |      | 2011 |  |        | $ | 111,375 |          |  |  |            |  |  |                 |  |  |                                               |  |  |                                          |  | $ | 688,268                |  |  |       |  |  |  | $ | 8,250  | (4) |  | $ | 807,893   | 
|Chief Financial OfficerCFO |  |      | 2010 |  |        | $ | 110,000 |          |  |  |            |  |  |                 |  |  |                                               |  |  |                                          |  | $ | 59,500                 |  |  |       |  |  |  | $ | 2,873  | (4) |  | $ | 172,373   | 



|(1) | Column (d) is used to record non-equity discretionary (non-performance based) bonuses made to our officers.
|--- | -----------------------------------------------------------------------------------------------------------



|(2) | This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2011 fiscal year for the fair value of stock options
granted to each of the named executives, in 2011, as well as prior fiscal years, in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The amounts in column (g) reflect the cash awards under the Shareholder Return Bonus, which is discussed in further detail in the Compensation Discussion and
Analysis under the heading  Shareholder Return Bonus.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | All Other Compensation consisted of the 50% Company match on 401(K) contributions.
|--- | ----------------------------------------------------------------------------------

Grants of Plan-Based Awards

There were no grants of stock or option awards
to our Named Executive Officers during fiscal 2011. Mr. Marren and Mr. Mazzoni are participants in the Companys Shareholder Return Bonus program which is a multi-year non-equity incentive plan. The Company established the plan and
made Mr. Marren and Mr. Mazzoni participants in 2005 and the plan covered their performance during fiscal 2011 during which they earned payments under the plan which are reflected in the Summary Compensation Table above. However, no new
awards were granted under the plan during fiscal 2011.



17



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##### Table of Contents

Outstanding Equity Awards at Fiscal Year-End

The Company had no outstanding equity awards with our Named Executive Officers as of March 31, 2011.

Option Exercises and Stock Vested

No options were exercised or shares of common stock acquired upon vesting by our Named Executive Officers during the fiscal year ended March 31, 2011.

Pension Benefits

We did
not have any plans providing for payments or other benefits at, following, or in connection with retirement to our Named Executive Officers (or any other employees) during fiscal 2011.

Nonqualified Deferred Compensation

We did not permit compensation deferral
by our Named Executive Officers (or any other employees) during fiscal 2011.

Potential Payments Upon Termination or Change in Control

Severance and change-in-control arrangements for Mr. Marren and Mr. Mazzoni are included in the employment
agreements approved by the shareholders at the November 27, 2007 annual meeting.

Director Compensation

The following table summarizes director compensation during fiscal year 2011:



|                 |  |                             |        |  |                |  |   |                    |  |  |                                         |  |  |                                                                       |   |  |                         |  |   |          |  |  |   |  |  |   |        | 
|---------------- |  | --------------------------- | ------ |  | -------------- |  | - | ------------------ |  |  | --------------------------------------- |  |  | --------------------------------------------------------------------- | - |  | ----------------------- |  | - | -------- |  |  | - |  |  | - | ------ | 
|(a)              |  | (b)                         |        |  | (c)            |  |   | (d)                |  |  | (e)                                     |  |  | (f)                                                                   |   |  | (g)                     |  |   | (h)      | 
|Director Name(1) |  | Fees EarnedorPaid
inCash(2) |        |  | StockAwards($) |  |   | OptionAwards(3)(4) |  |  | Non-EquityIncentivePlanCompensation
($) |  |  | Change inPension
Valueand NonqualifiedDeferredCompensationEarnings($) |   |  | AllOtherCompensation($) |  |   | Total($) | 
|Stephen Diamond  |  | $                           | 43,500 |  |                |  |  |                    |  |  |                                        |  |  |                                                                       |  |  |                         |  |  |          |  |  |  |  |  | $ | 43,500 | 
|Kapil Nanda      |  | $                           | 39,000 |  |                |  |  |                    |  |  |                                        |  |  |                                                                       |  |  |                         |  |  |          |  |  |  |  |  | $ | 39,000 | 
|William Welling  |  | $                           | 43,500 |  |                |  |  |                    |  |  |                                        |  |  |                                                                       |  |  |                         |  |  |          |  |  |  |  |  | $ | 43,500 | 



|(1) | Mr. Marren is not included in this table as he is an employee of the Company and receives no extra compensation for his services as a Director. The compensation
received by Mr. Marren, as an employee of the Company, is shown in the Summary Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table above.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | As of March 31, 2011, each non-employee Director received a $15,000 yearly retainer and a fee of $1,500 per board or committee meeting attended.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Column (d) represents the dollar amount recognized for financial statement reporting purposes with respect to the 2011 fiscal year for the fair value of stock
options previously granted to the directors in prior fiscal years, in accordance with FASB ASC Topic 72 Pursuant to the SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service based vesting conditions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | As of March 31, 2011, Mr. Nanda held options to purchase 4,000 shares of our common stock. Stephen Diamond and William Welling had no options outstanding.
There were no options granted during fiscal year 2011.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Messrs. Diamond and Welling, each of whom is an independent director and neither of whom is a
current or former employee of the Company. During 2011, none of our executive officers served as a director or member of the Compensation Committee or any Board committee performing equivalent functions for another entity that has one or more
executive officers serving on our Board of Directors.



19



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##### Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee provided the following statement:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on these reviews and discussions,
the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Companys annual report on Form 10-K and in the annual meeting proxy statement on Schedule 14A.



Respectfully submitted,Compensation Committee of the Board of DirectorsStephen Diamond, ChairWilliam Welling




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##### Table of Contents

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth information regarding ownership of our Common Stock as of March 31, 2011 (or earlier date for
information based on filings with the Securities and Exchange Commission) by (a) each person known to us to own more than 5% of the outstanding shares of the Common Stock, (b) each director and nominee for director, (c) our Chief
Executive Officer and Chief Financial Officer (who are our only executive officers) and (d) all directors and executive officers as a group. The information in this table is based solely on statements in filings with the Securities and Exchange
Commission (the SEC) or other reliable information. A total of 11,645,903 shares of our common stock were issued and outstanding as of June 1, 2011.



|                                                                                     |  |                                        |           |  |                                                                                  |  |       |                                                             |  |  |                  |  |  |  |      |  
|------------------------------------------------------------------------------------ |  | -------------------------------------- | --------- |  | -------------------------------------------------------------------------------- |  | ----- | ----------------------------------------------------------- |  |  | ---------------- |  |  |  | ---- | -
|Name and Address of Beneficial
Owner(1)                                              |  | Number ofSharesof 
CommonStockOwned(2) |           |  | Number of Shares 
ofCommon StockSubject to 
OptionsExercisableWithin 60 
Days(3) |  |       | Total Number 
ofSharesof Common 
StockBeneficially Owned(4) |  |  | PercentOwnership | 
|S. Muoio & Co. LLC(5) 509 Madison Ave, Ste 406 New York, NY
10022                    |  |                                        | 3,240,724 |  |                                                                                  |  |      |                                                             |  |  | 3,240,724        |  |  |  | 27.8 | %
|                                                                                     |  |                                        |           | 
|Lusman Capital Management LLC(6) 53 Forest Avenue, Suite 202 Old Greenwich, CT
06870 |  |                                        | 854,833   |  |                                                                                  |  |      |                                                             |  |  | 854,833          |  |  |  | 7.3  | %
|                                                                                     |  |                                        |           | 
|Raffles Associates LP(7) 450 Seventh Ave, Ste. 509 New York, NY
10123                |  |                                        | 796,515   |  |                                                                                  |  |      |                                                             |  |  | 796,515          |  |  |  | 6.8  | %
|                                                                                     |  |                                        |           | 
|Weiss Asset Management LP(8) 222 Berkeley Street, 16thFloor Boston, MA 02116         |  |                                        | 682,927   |  |                                                                                  |  |      |                                                             |  |  | 682,927          |  |  |  | 5.9  | %
|                                                                                     |  |                                        |           | 
|Dimension Fund Advisors Inc.(9) 1299 Ocean Avenue, 11thFloor Santa Monica, CA 940401 |  |                                        | 581,210   |  |                                                                                  |  |      |                                                             |  |  | 581,210          |  |  |  | 5.0  | %
|                                                                                     |  |                                        |           | 
|Bernard T. Marren                                                                    |  |                                        | 15,788    |  |                                                                                  |  |      |                                                             |  |  | 15,788           |  |  |  | *    |  
|                                                                                     |  |                                        |           | 
|Michael F. Mazzoni                                                                   |  |                                        |          |  |                                                                                  |  |      |                                                             |  |  |                 |  |  |  | *    |  
|                                                                                     |  |                                        |           | 
|Stephen Diamond                                                                      |  |                                        |          |  |                                                                                  |  |      |                                                             |  |  |                 |  |  |  | *    |  
|                                                                                     |  |                                        |           | 
|Kapil Nanda                                                                          |  |                                        | 4,000     |  |                                                                                  |  | 4,000 |                                                             |  |  | 8,000            |  |  |  | *    |  
|                                                                                     |  |                                        |           | 
|William Welling                                                                      |  |                                        | 21,333    |  |                                                                                  |  |      |                                                             |  |  | 21,333           |  |  |  | *    |  
|                                                                                     |  |                                        |           | 
|All executive officers and directors as a group (5 persons)                          |  |                                        | 41,121    |  |                                                                                  |  | 4,000 |                                                             |  |  | 45,121           |  |  |  | *    |  



|* | Represents beneficial ownership of less than one percent (1%) of the outstanding shares as of March 31, 2011.
|- | -------------------------------------------------------------------------------------------------------------



|(1) | Unless otherwise indicated, the address of each of the named individuals is c/o OPTi Inc, 3430 W. Bayshore Road, Ste 103, Palo Alto, CA 94303.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Represents shares of outstanding common stock owned by the named parties as of March 31, 2011.
|--- | ----------------------------------------------------------------------------------------------



|(3) | Shares of common stock subject to stock options currently exercisable or exercisable within 60 days of March 31, 2011 are deemed to be outstanding for computing
the percentage ownership of the person holding such options and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage of any other person.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(4) | The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the
determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or
to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities for which that person
has a right to acquire beneficial ownership within 60 days.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Information on holdings of S. Muoio & Co LLC (SMC) is taken from a Form 13D/A filed on February 24, 2011. The shares listed are held in the
accounts of several investment partnerships and investment funds (collectively, the Investment Vehicles) for which SMC serves as either general partner or investment manager. Salvatore Muoio is the managing member of SMC. SMC and
Mr. Muoio may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of SMCs position as general partner or investment manager of the Investment Vehicles and Mr. Muoios status as the managing
member of SMC.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Information on holdings of Lusman Capital Management, LLC is taken from a Form 13G/A filed on February 9, 2011. Joel Lusman is the managing partner of Lusman
Capital Management, LLC.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) | Information on holdings of Raffles Associates L.P. is taken from a Schedule 13G/A filed on February 14, 2008. Raffles Capital Advisors LLC is the General Partner
of Raffles Associates, L.P. and Paul H. OLeary is the Managing Member of Raffles Capital Advisors LLC.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | Information on holdings of Weiss Asset Management LP is taken from a form 13G filed on February 11, 2011. Shares reported are beneficially owned by a private
investment partnership. BIP GP is the sole general partner of the Partnership, Weiss Asset Management is the sole investment manager to the Partnership, WAM GP is the sole general partner of Weiss Asset Management, and Andrew Weiss is the managing
member of WAM GP and BIP GP.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) | Information on holdings of Dimensional Fund Advisors is taken from a Schedule 13G/A filed on February 9, 2009. The shares listed are owned by advisory clients of
Dimensional Fund Advisors. Dimensional Fund Advisors disclaims beneficial ownership of the shares listed. Katherine Newell is Vice President and Secretary of Dimension Fund.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes information, as of March 31, 2011, relating to our equity compensation plans pursuant to which grants
of options, restricted stock or other rights to acquire shares may be granted from time to time.



|                                                           |  |                                                                                           |       |  |                                                                             |   |      |                                                                                                                                          |  |  |   | 
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | ----- |  | --------------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------------------------------------------------------------------------------- |  |  | - | 
|Plan Category                                              |  | Number ofsecurities to beissued uponexercise 
ofoutstandingoptions, warrantsand rights(a) |       |  | Weighted-averageexercise
price of outstandingoptions, warrants andrights(b) |   |      | Number of securitiesremaining available forfuture issuance 
underequity compensationplans (excludingsecurities reflected incolumn(a) (c) | 
|Equity compensation plans approved by security holders     |  |                                                                                           | 4,000 |  |                                                                             | $ | 2.74 |                                                                                                                                          |  |  |  | 
|Equity compensation plans not approved by security holders |  |                                                                                           |      |  |                                                                             |   |     |                                                                                                                                          |  |  |  | 
|                                                           |  |                                                                                           |       |  |                                                                             |   |      |                                                                                                                                          |  |  |   | 
|Total                                                      |  |                                                                                           | 4,000 |  |                                                                             | $ | 2.74 |                                                                                                                                          |  |  |  | 
|                                                           |  |                                                                                           |       |  |                                                                             |   |      |                                                                                                                                          |  |  |   | 



|Item 13. | Certain Relationships and Related Transactions and Director Independence
|-------- | ------------------------------------------------------------------------

Compensation Committee Interlocks and Insider Participation

During the
last fiscal year the members of the Compensation Committee were Messrs. Diamond and Welling. There was no reportable compensation committee, director interlocks, or insider participation during that period.

Related Party Transactions

The Companys policy is that it will not make loans to, or enter into other transactions with, directors, officers or affiliates unless such loans or transactions are (i) approved by the
majority of the Companys independent disinterested directors, (ii) may reasonably be expected to benefit the Company, and (iii) will be on terms no less favorable to the Company than could be obtained in arms length
transactions with unaffiliated third parties.

Procedures for Approval of Related Person Transactions

The Board of Directors is responsible for reviewing and approving all material transactions with any related party. Related
Party means any of the following:



| |  |  | A director (which term when used includes any director nominee),
| | - |  | ----------------------------------------------------------------



| |  |  | an executive officer,
| | - |  | ---------------------



| |  |  | a person known by the Company to be the beneficial owner of more than 5% of the Companys common stock,
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | or a person known by the Company to be an immediate family member of any of the foregoing.
| | - |  | ------------------------------------------------------------------------------------------

Immediate family member means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer,
nominee for director or beneficial owner.

We expect our directors, officers and employees to act and make decisions that are
in the Companys best interests and encourage them to avoid situations which present a conflict between our interests and their own



23



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personal interests. Our directors, officers and employees are prohibited from taking any action that may make it difficult for them to perform their duties, responsibilities and services to the
Company in an objective and fair manner. Exceptions are only permitted in the reasonable discretion of the Board of Directors. In addition, we are strictly prohibited from extending personal loans to, or guaranteeing the personal obligations of, any
director or officer.

Since the beginning of the Companys last fiscal year, there have been no transactions in which the
Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of the Companys total assets at year end for the last two completed fiscal years, and in which any related person had or
will have a direct or indirect material interest, and no such transactions are currently proposed.

Director Independence

The Board of Directors has determined that Messrs. Diamond, Nanda and Welling are independent under the rules of the NASDAQ
Stock Market, and Mr. Marren is not. Under applicable SEC and NASDAQ rules, the existence of certain related party transactions above certain thresholds between a director and the Company are required to be disclosed and preclude a
finding by the Board that the director is independent. Although the Board also has the power to consider whether transactions of those types but below the thresholds render a director not independent, and to consider whether any other
types of transactions, relationships or arrangements (i.e., not specified in the SEC and NASDAQ rules) render a director not independent, the Board did not consider any such items in making its independence determination as to these four
directors.

The Audit Committee, Nominating Committee and Compensation Committee are each comprised solely of independent
directors, as that term is defined by Rule 4200 of the NASDAQ Marketplace Rules. Each of the members of the Companys audit committee met the standards for audit committee membership set forth in the NASDAQ Marketplace Rules when they were
selected for the committee by the Board.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

The following table shows the fees paid or accrued by OPTi Inc. for the audit and other services provided by our auditors Armanino McKenna LLP for fiscal year 2011 and 2010.



|                   |  |      |         |  |      |   |         | 
|------------------ |  | ---- | ------- |  | ---- | - | ------- | 
|                   |  | 2011 |         |  | 2010 |  
|Audit Fees (1)     |  | $    | 115,653 |  |      | $ | 84,000  | 
|Audit Related Fees |  |      |        |  |      |   |        | 
|Tax Fees (2)       |  |      | 17,580  |  |      |   | 12,000  | 
|All Other Fees     |  |      | 19,600  |  |      |   | 17,000  | 
|                   |  |      |         |  |      |   |         | 
|Total              |  | $    | 152,833 |  |      | $ | 113,000 | 
|                   |  |      |         |  |      |   |         | 



|(1) | Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial
statements, and advice on accounting matters that arose during the audit.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Tax fees consisted primarily of income tax compliance and related services.
|--- | ---------------------------------------------------------------------------

During fiscal 2011 and 2010, all services provided by Armanino McKenna LLP were pre-approved by the Audit Committee.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

It
is the responsibility of the Audit Committee to approve, in accordance with Sections 10A(h) and (i) of the Exchange Act and the Rules and Regulations of the SEC, all professional services, to be provided to the



24



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##### Table of Contents

Company by its independent registered public accounting firm, provided that the Audit Committee shall not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in
the absence of an applicable exemption.

It is the policy of the Company that the Audit Committee pre-approves all audit and
permissible non-audit services provided by the Companys independent registered public accounting firm, consistent with the criteria set forth in the Audit Committee Charter and applicable laws and regulations. The Committee has delegated to
the Chair of the Committee the authority to pre-approve such services, provided that the Chair shall report any decision on his part to pre-approve such services to the full Audit Committee at its next regular meeting. These services may include
audit services, audit-related services, tax services, and other services. The independent registered public accounting firm and Company management are required to periodically report to the Audit Committee regarding the extent of services provided
by the independent registered public accounting firm pursuant to any such pre-approval.



25



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##### Table of Contents

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

(a)(1)  Financial Statements

The following
financial statements are filed as part of this Report:



|                                                                                            |  |      |     | 
|------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                            |  | Page |    
|Report of Armanino McKenna LLP, Independent Registered Public Accounting Firm               |  |      | F-1 | 
|Consolidated Balance Sheets, March 31, 2011 and 2010                                        |  |      | F-2 | 
|Consolidated Statements of Operations for the years ended March 31, 2011 and 2010           |  |      | F-3 | 
|Consolidated Statements of Shareholders Equity for the years ended March 31, 2011
and 2010 |  |      | F-4 | 
|Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010           |  |      | F-5 | 
|Notes to Consolidated Financial Statements                                                  |  |      | F-6 | 

(a)(2)  Financial Statement Schedules



|               |  |             |  |            |  | 
|-------------- |  | ----------- |  | ---------- |  | 
|ScheduleNumber |  | Description |  | PageNumber | 
|None           |  |             |  |            |  | 

All other schedules not applicable.

(a)(3)  Exhibits Listing



ExhibitNumber

Description3.1

Registrants Articles of Incorporation, as amended. (1)3.2

Registrants Bylaws. (1)10.1

1993 Stock Option Plan, as amended. (1)10.2

1993 Director Stock Option Plan. (1)10.3

Form of Indemnification Agreement between Registrant and its officers and directors. (1)10.4

1996 Employee Stock Purchase Plan. (2)10.5

1995 Employee Stock Option Plan, as amended. (3)10.6

Patent License Agreement between Intel Corporation and OPTi Inc. (4)10.7

OPTi Inc. Technology License Agreement between OPTi Inc. and Opti Technologies Inc., dated as of September 30, 2002. (5)10.8

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
(6)10.9

Employment Agreement with Bernard T. Marren, dated as of November 27, 2007 (7)10.10

Employment Agreement with Michael M. Mazzoni, dated as of November 27, 2007 (7)10.11

Dismissal and License Option Agreement with Broadcom, dated December 23, 2008 (8)10.12

Standstill and Option Agreement with Renesas Technology Corp. and Renesas Technology America, Inc., dated as of January 23, 2009
(9)




26



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##### Table of Contents

ExhibitNumber

Description10.13

Settlement and License Agreement with VIA Technologies, Inc., dated as of October 1, 2009 (10)10.14

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)10.15

Litigation Settlement and License Agreement with Advanced Micro Devices, Inc., dated as of April 30, 2010 (12)10.16

Settlement and License Agreement with Advanced Micro Devices, Inc., dated as of April 30, 2010 (13)10.17

Pre-Snoop Patent License and Arbitration Settlement Agreement with NVIDIA Corporation, dated as of September 28, 2010 (13)10.18

Settlement and License Agreement with Apple Inc., dated as of December 6, 2010 (14)10.19

Patent License Agreement with Exar Corporation, dated March 14, 201114.1

Code of Ethics (15)23.1

Consent of Armanino McKenna LLP, Independent Auditors.24.1

Power of Attorney (see page 29, signature page).31.1

Section 302 Certification of Chief Executive Officer31.2

Section 302 Certification of Chief Financial Officer32.1

Section 906 Certification of Chief Executive Officer32.2

Section 906 Certification of Chief Financial Officer




|(1) | 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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to Registration Statement on Form S-8 (File No. 333-15181) as filed with the Securities and Exchange Commission on October 31, 1996.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | 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).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------



|(5) | 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).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | 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).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



|(7) | 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).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) | 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).
|--- | -------------------------------------------------------------------------------------------------------------------------------------------



|(9) | 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).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------



27



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##### Table of Contents

|(10) | Incorporated by reference to the Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2009, of OPTi Inc., as amended, (File No. 000-21422).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) | 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).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(12) | 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).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|(13) | 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).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------



|(14) | 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).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|(15) | 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).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------

(b)  Reports on Form 8-K.

None

(c)  Exhibits. See Item 15 (a)(3) above.

(d)  Financial Statements Schedules. See Item 15 (a)(2) above.



28



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Palo Alto, State of California on the day of June 29, 2011.



OPTi Inc.By:

/S/    BERNARD
MARRENBernard MarrenChief Executive Officer andChairman of the Board


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Bernard Marren and Michael Mazzoni and each of them, jointly and severally, his true and lawful
attorney-in-fact, each with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents, or their substitute or substitutes, or any of them, shall do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has
been signed below by the persons on behalf of the Registrant and in the capacities and on the dates indicated:



|                                       |  |                                                                                               |  |              
|-------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | -------------
|Signatures                             |  | Title                                                                                         |  | Date         
|                                       |  |                                                                                              
|/S/    BERNARD
MARREN Bernard Marren   |  | President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |  | June 29, 2011
|                                       |  |                                                                                              
|/S/    MICHAEL
MAZZONI Michael Mazzoni |  | Chief Financial Officer (Principal Financial and Accounting Officer)                          |  | June 29, 2011
|                                       |  |                                                                                              
|/S/    STEPHEN
DIAMOND Stephen Diamond |  | Director                                                                                      |  | June 29, 2011
|                                       |  |                                                                                              
|/S/    KAPIL K
NANDA Kapil K. Nanda    |  | Director                                                                                      |  | June 29, 2011
|                                       |  |                                                                                              
|/S/    WILLIAM
WELLING William Welling |  | Director                                                                                      |  | June 29, 2011



29



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

OPTi, Inc.

Palo Alto, CA

We have audited the accompanying consolidated balance sheet of
OPTi, Inc. (the Company) as of March 31, 2011 and 2010, and the related consolidated statements of income, shareholders equity, and cash flows for the two years then ended. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion on the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
OPTi, Inc. as of March 31, 2011 and 2010, and the results of their consolidated operations and cash flows for the two years then ended in conformity with accounting principles generally accepted in the United States of America.



/s/    ARMANINO MCKENNA, LLP


San Ramon, California

June 29, 2011



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##### Table of Contents

OPTi Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)



|                                                                                              |  |           |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------- |  | --------- | ------ | - | ---- | - | ------ | -
|                                                                                              |  | March 31, |       
|                                                                                              |  | 2011      |        |   | 2010 |  
|ASSETS                                                                                        |  |           |        |   |      |   |        |  
|Current assets                                                                                |  |           |        |   |      |   |        |  
|Cash and cash equivalents                                                                     |  | $         | 25,779 |   |      | $ | 3,578  |  
|Accounts receivable                                                                           |  |           |       |   |      |   | 450    |  
|Prepaid expenses and other current assets                                                     |  |           | 105    |   |      |   | 24     |  
|Deferred tax asset                                                                            |  |           | 556    |   |      |   | 11,385 |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total current assets                                                                          |  |           | 26,440 |   |      |   | 15,437 |  
|Equipment and furniture                                                                       |  |           |        |   |      |   |        |  
|Office equipment                                                                              |  |           | 62     |   |      |   | 58     |  
|Furniture and fixtures                                                                        |  |           | 17     |   |      |   | 17     |  
|                                                                                              |  |           |        |   |      |   |        |  
|                                                                                              |  |           | 79     |   |      |   | 75     |  
|Accumulated depreciation                                                                      |  |           | (70    | ) |      |   | (66    | )
|                                                                                              |  |           |        |   |      |   |        |  
|                                                                                              |  |           | 9      |   |      |   | 9      |  
|Other assets                                                                                  |  |           |        |   |      |   |        |  
|Deposits                                                                                      |  |           |       |   |      |   | 18     |  
|Non-current deferred tax asset                                                                |  |           | 783    |   |      |   | 56     |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total other assets                                                                            |  |           | 783    |   |      |   | 74     |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total assets                                                                                  |  | $         | 27,232 |   |      | $ | 15,520 |  
|                                                                                              |  |           |        |   |      |   |        |  
|                                                                                              |  |          
|LIABILITIES AND SHAREHOLDERS EQUITY                                                          |  |           |        |   |      |   |        |  
|Current liabilities                                                                           |  |           |        |   |      |   |        |  
|Accounts payable                                                                              |  | $         | 32     |   |      | $ | 2,173  |  
|Accrued expenses                                                                              |  |           | 211    |   |      |   | 448    |  
|Accrued employee compensation                                                                 |  |           | 684    |   |      |   | 12     |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total current liabilities                                                                     |  |           | 927    |   |      |   | 2,633  |  
|                                                                                              |  |           |        |   |      |   |        |  
|Other liabilities                                                                             |  |           |        |   |      |   |        |  
|Non current taxes payable                                                                     |  |           | 4,098  |   |      |   |       |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total liabilities                                                                             |  |           | 5,025  |   |      |   | 2,633  |  
|                                                                                              |  |           |        |   |      |   |        |  
|Shareholders equity                                                                          |  |           |        |   |      |   |        |  
|Preferred stock, no par value:                                                                |  |           |        |   |      |   |        |  
|Authorized shares  5,000,000                                                                 |  |           |        |   |      |   |        |  
|No shares issued or outstanding                                                               |  |           |       |   |      |   |       |  
|Common stock, no par value:                                                                   |  |           |        |   |      |   |        |  
|Authorized shares  50,000,000                                                                |  |           |        |   |      |   |        |  
|Issued and outstanding shares  11,645,903 at March 31, 2011 and 11,641,903 at March 31, 2010 |  |           | 13,544 |   |      |   | 13,539 |  
|Retained earnings (Accumulated deficit)                                                       |  |           | 8,663  |   |      |   | (652   | )
|                                                                                              |  |           |        |   |      |   |        |  
|Total shareholders equity                                                                    |  |           | 22,207 |   |      |   | 12,887 |  
|                                                                                              |  |           |        |   |      |   |        |  
|Total liabilities and shareholders equity                                                    |  | $         | 27,232 |   |      | $ | 15,520 |  
|                                                                                              |  |           |        |   |      |   |        |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OPTi Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)



|                                                   |  |                          |        |  |                          |   |         |  
|-------------------------------------------------- |  | ------------------------ | ------ |  | ------------------------ | - | ------- | -
|                                                   |  | Year EndedMarch 
31,2011 |        |  | Year EndedMarch 
31,2010 |  
|Sales                                              |  |                          |        |  |                          |   |         |  
|License sales                                      |  | $                        | 50,625 |  |                          | $ | 650     |  
|                                                   |  |                          |        |  |                          |   |         |  
|Net sales                                          |  |                          | 50,625 |  |                          |   | 650     |  
|Costs and expenses                                 |  |                          |        |  |                          |   |         |  
|General and administrative                         |  |                          | 5,094  |  |                          |   | 7,440   |  
|                                                   |  |                          |        |  |                          |   |         |  
|Total costs and expenses                           |  |                          | 5,094  |  |                          |   | 7,440   |  
|Operating income (loss)                            |  |                          | 45,531 |  |                          |   | (6,790  | )
|Interest income and other                          |  |                          | 12     |  |                          |   | 2,319   |  
|                                                   |  |                          |        |  |                          |   |         |  
|Income (loss) before provision for income taxes    |  |                          | 45,543 |  |                          |   | (4,471  | )
|Income tax provision (benefit)                     |  |                          | 19,923 |  |                          |   | (11,439 | )
|                                                   |  |                          |        |  |                          |   |         |  
|Net income                                         |  | $                        | 25,620 |  |                          | $ | 6,968   |  
|                                                   |  |                          |        |  |                          |   |         |  
|Basic net income per share                         |  | $                        | 2.20   |  |                          | $ | 0.60    |  
|                                                   |  |                          |        |  |                          |   |         |  
|Shares used in computing basic per share amounts   |  |                          | 11,645 |  |                          |   | 11,642  |  
|                                                   |  |                          |        |  |                          |   |         |  
|Diluted net income per share                       |  | $                        | 2.20   |  |                          | $ | 0.60    |  
|                                                   |  |                          |        |  |                          |   |         |  
|Shares used in computing diluted per share amounts |  |                          | 11,646 |  |                          |   | 11,645  |  
|                                                   |  |                          |        |  |                          |   |         |  







The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OPTi Inc.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(In thousands, except share amounts)



|                                                  |  |              |            |  |        |   |        |                                       |  |   |                          |   |  |   |         |  
|------------------------------------------------- |  | ------------ | ---------- |  | ------ | - | ------ | ------------------------------------- |  | - | ------------------------ | - |  | - | ------- | -
|                                                  |  | Common Stock |            |  |        |  
|                                                  |  | Shares       |            |  | Amount |   |        | RetainedEarnings/(AccumulatedDeficit) |  |   | TotalShareholdersEquity |  
|Balance at March 31, 2009                         |  |              | 11,641,903 |  |        | $ | 13,539 |                                       |  | $ | (7,620                   | ) |  | $ | 5,919   |  
|Net income                                        |  |              |           |  |        |   |       |                                       |  |   | 6,968                    |   |  |   | 6,968   |  
|                                                  |  |              |            |  |        |   |        |                                       |  |   |                          |   |  |   |         |  
|Balance at March 31, 2010                         |  |              | 11,641,903 |  |        |   | 13,539 |                                       |  |   | (652                     | ) |  |   | 12,887  |  
|                                                  |  |              |            |  |        |   |        |                                       |  |   |                          |   |  |   |         |  
|Issuance of common stock under stock option plans |  |              | 4,000      |  |        |   | 5      |                                       |  |   |                         |   |  |   | 5       |  
|Cash dividends                                    |  |              |           |  |        |   |       |                                       |  |   | (16,305                  | ) |  |   | (16,305 | )
|Net income                                        |  |              |           |  |        |   |       |                                       |  |   | 25,620                   |   |  |   | 25,620  |  
|                                                  |  |              |            |  |        |   |        |                                       |  |   |                          |   |  |   |         |  
|Balance at March 31, 2011                         |  |              | 11,645,903 |  |        | $ | 13,544 |                                       |  | $ | 8,663                    |   |  | $ | 22,207  |  
|                                                  |  |              |            |  |        |   |        |                                       |  |   |                          |   |  |   |         |  











The accompanying notes are an integral part of these consolidated financial statements.





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##### Table of Contents

OPTi Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                            |  |                          |         |   |                          |   |         |  
|------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ------------------------ | - | ------- | -
|                                                                                            |  | Year EndedMarch 
31,2011 |         |   | Year EndedMarch 
31,2010 |  
|Operating activities                                                                        |  |                          |         |   |                          |   |         |  
|Net income                                                                                  |  | $                        | 25,620  |   |                          | $ | 6,968   |  
|Adjustments to reconcile net income to net cash provided by (used) in operating activities: |  |                          |         |   |                          |   |         |  
|Depreciation and amortization                                                               |  |                          | 4       |   |                          |   | 6       |  
|Increase (decrease) in deferred income taxes and non current taxes payable                  |  |                          | 14,200  |   |                          |   | (11,441 | )
|Changes in operating assets and liabilities:                                                |  |                          |         |   |                          |   |         |  
|Accounts receivable                                                                         |  |                          | 450     |   |                          |   | 300     |  
|Prepaid expenses and other current assets                                                   |  |                          | (63     | ) |                          |   | 4       |  
|Accounts payable                                                                            |  |                          | (2,141  | ) |                          |   | 1,066   |  
|Accrued expenses                                                                            |  |                          | (237    | ) |                          |   | (121    | )
|Accrued employee expenses                                                                   |  |                          | 672     |   |                          |   | (226    | )
|                                                                                            |  |                          |         |   |                          |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                          | 38,505  |   |                          |   | (3,444  | )
|                                                                                            |  |                          |         |   |                          |   |         |  
|Investing activities                                                                        |  |                          |         |   |                          |   |         |  
|Purchases of property and equipment                                                         |  |                          | (4      | ) |                          |   | (10     | )
|                                                                                            |  |                          |         |   |                          |   |         |  
|Net cash used in investing activities                                                       |  |                          | (4      | ) |                          |   | (10     | )
|                                                                                            |  |                          |         |   |                          |   |         |  
|Financing activities                                                                        |  |                          |         |   |                          |   |         |  
|Cash dividends                                                                              |  |                          | (16,305 | ) |                          |   |        |  
|Proceeds from issuance of common stock                                                      |  |                          | 5       |   |                          |   |        |  
|                                                                                            |  |                          |         |   |                          |   |         |  
|Net cash used in financing activities                                                       |  |                          | (16,300 | ) |                          |   |        |  
|                                                                                            |  |                          |         |   |                          |   |         |  
|Net increase (decrease) in cash and cash equivalents                                        |  |                          | 22,201  |   |                          |   | (3,454  | )
|Cash and cash equivalents at beginning of year                                              |  |                          | 3,578   |   |                          |   | 7,032   |  
|                                                                                            |  |                          |         |   |                          |   |         |  
|Cash and cash equivalents at end of year                                                    |  | $                        | 25,779  |   |                          | $ | 3,578   |  
|                                                                                            |  |                          |         |   |                          |   |         |  
|Supplemental cash flow information                                                          |  |                          |         |   |                          |   |         |  
|Cash paid for income taxes                                                                  |  | $                        | 5,792   |   |                          | $ | 2       |  



The accompanying notes are an
integral part of these consolidated financial statements.





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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1Summary of Significant Accounting Policies

The
CompanyOPTi Inc., a California corporation, is engaged in licensing its intellectual property for use principally by personal computer manufacturers and semiconductor device manufacturers.

Principles of ConsolidationThe consolidated financial statements include the Company and its wholly-owned
subsidiaries. All significant intercompany transactions and balances have been eliminated.

Use of EstimatesThe
preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Cash and Cash EquivalentsThe Company considers all
highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. At March 31, 2011 and 2010 substantially all cash and cash
equivalents consisted of money market accounts.

Income TaxesDeferred tax assets and liabilities are recognized
for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. The Company records a
valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be recognized. Uncertain income tax positions recognized must meet a more-likely-than-not recognition threshold. Any potential accrued interest and
penalties related to unrecognized tax benefits within operations are recorded as income tax expense.

Property and
EquipmentProperty and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, ranging from two to five years.

Revenue RecognitionRevenue from license arrangements is recognized when persuasive evidence of an arrangement
exists, delivery has occurred and there are no future performance obligations, fees are fixed or determinable and collectability is reasonably assured. Royalties are recorded as revenue when earned and collectability is reasonably assured.

Net Income Per ShareBasic net income per share is computed on the basis of the weighted-average number of shares
outstanding for the reporting period. The Company has computed weighted-average shares outstanding for all of the periods presented. Diluted income per share is computed on the basis of the weighted-average number of shares plus dilutive potential
common shares outstanding using the treasury method.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06, Improving
Disclosures About Fair Value Measurements (ASU 2010-06), which amends the Fair Value Measurements and Disclosures Topic of the ASC (ASC Topic 820). ASU No. 2010-06 provides additional disclosure requirements on the transfers of assets and
liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons for and the timing of the transfers.
Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). This standard is
effective for



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures
which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a material effect on the Companys consolidated financial statements.

Note 2Shareholders Equity

Preferred Stock

The
Board of Directors has authority to issue up to 5,000,000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and restrictions thereof, including dividend rights, dividend
rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without any further vote or action by the shareholders.

Stock Option Plans

No options were granted to employees during fiscal years 2011 and 2010.

1993
Stock Option Plan

The Companys 1993 Stock Option Plan (the 1993 Plan), which was adopted in February
1993, provides for the granting of 8,066,478 incentive stock options to employees or for the granting of nonstatutory stock options to employees and consultants of the Company. The Board of Directors determines the term of each option, the option
price and the condition under which the option becomes exercisable. The options generally vest over four years from the date of grant and expire ten years from the date of grant.

There were no shares outstanding as of March 31, 2011, 2010, and 2009 under the 1993 Stock Option Plan.

1993 Director Stock Option Plan

In February 1993, the Company adopted the 1993 Director Stock Option Plan (the Director Plan) and reserved 50,000 shares of common stock for issuance thereunder. Under this plan, non-employee
directors are granted options to purchase common stock at 100% of fair market value on dates specified in the plan. The options generally vest over four years from the date of grant and expire ten years from the date of grant. In May 1996, the
Companys shareholders authorized an additional 50,000 shares for grant under the plan.

The activity under the 1993
Director Plan is as follows:



|                              |  |             |        |   |                                       |   |      | 
|----------------------------- |  | ----------- | ------ | - | ------------------------------------- | - | ---- | 
|                              |  | Outstanding |       
|                              |  | Shares      |        |   | Weighted Ave.Exercise 
PricePer Share |  
|Outstanding at March 31, 2009 |  |             | 8,000  |   |                                       | $ | 2.01 | 
|Outstanding at March 31, 2010 |  |             | 8,000  |   |                                       | $ | 2.01 | 
|Exercised in 2011             |  |             | (4,000 | ) |                                       | $ | 1.27 | 
|                              |  |             |        |   |                                       |   |      | 
|Outstanding at March 31, 2011 |  |             | 4,000  |   |                                       | $ | 2.74 | 
|                              |  |             |        |   |                                       |   |      | 



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As of March 31, 2011 and 2010, there were 4,000 and 8,000 options outstanding and
exercisable, respectively. The weighted average exercise price for the exercisable shares as of March 31, 2011 was $2.74.

Stock
Options Outstanding and Stock Options Exercisable:

The following table summarizes information about options outstanding at
March 31, 2011:



|                                |  |                 |                      |                                           |  |                                          |      |  |                 |       |                                         |   |      | 
|------------------------------- |  | --------------- | -------------------- | ----------------------------------------- |  | ---------------------------------------- | ---- |  | --------------- | ----- | --------------------------------------- | - | ---- | 
|Options Outstanding             |  |                 | Options Exerciseable |                                          
|Range ofExercise PricePer Share |  | Number ofShares |                      | WeightedAverageContracturalLife(in
years) |  | WeightedAverage Per 
ShareExercise Price |      |  | Number ofShares |       | AverageWeighted ExercisePrice
Per Share |  
|$2.74                           |  | 4,000           |                      | 0.76                                      |  | $                                        | 2.74 |  |                 | 4,000 |                                         | $ | 2.74 | 

Activity under our Stock Option Plans is summarized as follows:



|                              |  |                 |       |  |                                         |   |      |                                                     |  |  |                                        |  |  |  |   | 
|----------------------------- |  | --------------- | ----- |  | --------------------------------------- | - | ---- | --------------------------------------------------- |  |  | -------------------------------------- |  |  |  | - | 
|                              |  | Number ofShares |       |  | WeightedAverage Per ShareExercise Price |   |      | WeightedAverage RemainingContractual Life(in years) |  |  | AggregateIntrinsic Value(in thousands) | 
|Outstanding at April 1, 2010  |  |                 | 8,000 |  |                                         | $ | 2.01 |                                                     |  |  |                                        |  |  |  |   | 
|Outstanding at March 31, 2011 |  |                 | 4,000 |  |                                         | $ | 2.74 |                                                     |  |  | .76                                    |  |  |  |  | 
|Exercisable at March 31, 2011 |  |                 | 4,000 |  |                                         | $ | 2.74 |                                                     |  |  | .76                                    |  |  |  |  | 

There were no options granted during the fiscal years ended March 31, 2011 and 2010.

Common Stock Reserved

At March 31, 2011, the Company has reserved shares of common stock for future issuance as follows:



|                                |  |  |       | 
|------------------------------- |  |  | ----- | 
|1993 Director Stock Option Plan |  |  | 4,000 | 
|                                |  |  |       | 
|Totals                          |  |  | 4,000 | 
|                                |  |  |       | 

As of March 31, 2011, the Company has no option available for future issuance.

3. Net Income Per Share

Basic net income per share per share is computed by dividing net income by the weighted average number of common shares outstanding during
the period. Diluted net income per share is computed by dividing net income by the weighted average number of common shares if all convertible securities were converted into common stock.



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following table sets forth the computation of basic and diluted net income per
share (in thousands, except per share amounts):



|                                                     |  |                      |        |  |      |   |        | 
|---------------------------------------------------- |  | -------------------- | ------ |  | ---- | - | ------ | 
|                                                     |  | Year Ended March 31, |       
|                                                     |  | 2011                 |        |  | 2010 |  
|Net income                                           |  | $                    | 25,620 |  |      | $ | 6,968  | 
|                                                     |  |                      |        |  |      |   |        | 
|Weighted average number of common shares outstanding |  |                      | 11,645 |  |      |   | 11,642 | 
|                                                     |  |                      |        |  |      |   |        | 
|Basic and diluted net income per share               |  | $                    | 2.20   |  |      | $ | 0.60   | 
|                                                     |  |                      |        |  |      |   |        | 
|Weighted average number of common shares outstanding |  |                      | 11,645 |  |      |   | 11,642 | 
|Effect of dilutive securities:                       |  |                      |        |  |      |   |        | 
|Employee stock options                               |  |                      | 1      |  |      |   | 3      | 
|                                                     |  |                      |        |  |      |   |        | 
|Denominator for diluted net income per share         |  |                      | 11,646 |  |      |   | 11,645 | 
|                                                     |  |                      |        |  |      |   |        | 
|Diluted net income per share                         |  | $                    | 2.20   |  |      | $ | 0.60   | 
|                                                     |  |                      |        |  |      |   |        | 

Note 4Cash and Equivalents

The following is a summary as of March 31, 2011 and 2010 (in thousands):



|             |  |               |        |  |               |   |       | 
|------------ |  | ------------- | ------ |  | ------------- | - | ----- | 
|             |  | March 31,2011 |        |  | March 31,2010 |  
|Cash         |  | $             | 100    |  |               | $ | 100   | 
|Money Market |  |               | 25,679 |  |               |   | 3,478 | 
|             |  |               |        |  |               |   |       | 
|Total        |  | $             | 25,779 |  |               | $ | 3,578 | 
|             |  |               |        |  |               |   |       | 

The accounting standard for fair value establishes a framework for measuring fair value and requires
disclosures about fair value measurements by establishing a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:



|          |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                              
|--------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level I   |  |  |  | observable inputs such as quoted prices in active markets;                                                                                                                                                                                                                                                                                                                                   
|          |  |  
|Level II  |  |  |  | inputs other than the quoted prices in active markets that are observable either directly or indirectly; and                                                                                                                                                                                                                                                                                 
|          |  |  
|Level III |  |  |  | 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.

As of March 31, 2011 and March 31, 2010, the Company had cash and investments in money market
funds of $25.7 million and $3.6 million, respectively, in cash equivalents classified as Level I in the fair value hierarchy and no Level II or Level III investments.



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Note 5Commitments

The Company leases its facility under a noncancellable operating lease that expires in December 2011.

Rental expense for operating leases amounted to $116,000 and $107,000, respectively, for the years ended March 31, 2011 and 2010.

Future minimum lease commitments by fiscal year for all facility leases are as follows:



|                       |  |   |        | 
|---------------------- |  | - | ------ | 
|March 31, 2012         |  | $ | 87,890 | 
|                       |  |   |        | 
|Total lease commitment |  | $ | 87,890 | 
|                       |  |   |        | 

Note 6Concentrations

Major Customer

During fiscal year 2011 the Company recorded $50,625,000 as
revenue. The vast majority of the revenue in fiscal year 2011 was due to licensing agreements with AMD for $35,000,000 and Apple for $12,250,000. The Company received all of its revenue in fiscal year 2010 from a licensing agreement with VIA.

Note 7Income Taxes

The components of the provision for income taxes are as follows (in thousands):



|         |  |      |        |  |      |   |         |  
|-------- |  | ---- | ------ |  | ---- | - | ------- | -
|         |  | 2011 |        |  | 2010 |  
|Federal: |  |      |        |  |      |   |         |  
|Current  |  | $    | 5,886  |  |      | $ |        |  
|Deferred |  |      | 8,263  |  |      |   | (9,602  | )
|         |  |      |        |  |      |   |         |  
|         |  |      | 14,149 |  |      |   | (9,602  | )
|         |  |      |        |  |      |   |         |  
|State:   |  |      |        |  |      |   |         |  
|Current  |  |      | 3,936  |  |      |   | 2       |  
|Deferred |  |      | 1,838  |  |      |   | (1,838  | )
|         |  |      |        |  |      |   |         |  
|         |  |      | 5,774  |  |      |   | (1,836  | )
|         |  |      |        |  |      |   |         |  
|         |  |     
|Total    |  | $    | 19,923 |  |      | $ | (11,439 | )
|         |  |      |        |  |      |   |         |  

Reconciliation of the provision for income taxes at the statutory rate to the Companys provision
for income tax is as follows (in thousands):



|                                                                             |  |      |        |  |      |   |         |  
|---------------------------------------------------------------------------- |  | ---- | ------ |  | ---- | - | ------- | -
|                                                                             |  | 2011 |        |  | 2010 |  
|Expected provision for (benefit from) income taxes at federal statutory rate |  | $    | 15,485 |  |      | $ | (1,520  | )
|State income tax benefit, net of federal effect                              |  |      | 2,657  |  |      |   | (260    | )
|Valuation allowance                                                          |  |      | 1,780  |  |      |   | (11,853 | )
|Tax credit expiration                                                        |  |      |       |  |      |   | 2,366   |  
|Other                                                                        |  |      | 1      |  |      |   | (172    | )
|                                                                             |  |      |        |  |      |   |         |  
|Provision for (Benefit from) Income Taxes                                    |  | $    | 19,923 |  |      | $ | (11,439 | )
|                                                                             |  |      |        |  |      |   |         |  



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Significant components of the Companys net deferred tax assets are as follows (in
thousands):



|                                 |  |      |        |   |      |   |        |  
|-------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                 |  | 2011 |        |   | 2010 |  
|Deferred tax assets:             |  |      |        |   |      |   |        |  
|Net operating loss carryforwards |  | $    | 1,884  |   |      | $ | 10,702 |  
|Tax credit carryforwards         |  |      |       |   |      |   | 824    |  
|Depreciation and amortization    |  |      | 2      |   |      |   | 14     |  
|Reserves and accruals            |  |      | 1,340  |   |      |   | 4      |  
|                                 |  |      |        |   |      |   |        |  
|Total deferred tax assets        |  | $    | 3,226  |   |      | $ | 11,545 |  
|                                 |  |     
|Valuation allowance              |  |      | (1,867 | ) |      |   | (104   | )
|                                 |  |      |        |   |      |   |        |  
|Net deferred tax assets          |  | $    | 1,339  |   |      | $ | 11,441 |  
|                                 |  |      |        |   |      |   |        |  

During fiscal year 2011, the Company recorded an income tax benefit of approximately $19.9 million
related to both current and deferred tax expense.

In evaluating its ability to recover its deferred tax assets, the Company
considers all available positive and negative evidence including its past operating results, the existence of cumulative losses and its forecast of future taxable income. In determining future taxable income, the Company is responsible for
assumptions utilized including the amount of state, federal and international pre-tax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require
significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. Based on known sources of future taxable income related to legal settlements
consummated during fiscal year 2011, the Company determined that as of December 31, 2010 it was more-likely-than-not that $11.4 million of deferred tax asset will be realized.

The Companys valuation allowance increased by $1.8 million and decreased by $11.9 million in the twelve months ended March 31,
2011 and 2010, respectively.

As of March 31, 2011, the Company has only state net operating losses of approximately
$32.3 million. State net operating loss carryforwards will expire at various dates beginning in 2015 through 2031.

Net
operating loss carryforwards reflected above may be limited due to ownership changes as provided in the Internal Revenue Code and similar state provisions.

As of March 31, 2011 the Company did not accrue any interest related to uncertain tax positions. To date, there have been no interest or penalties charged to us related to the underpayment of income
taxes. If any future accrual is required, the Company will account for interest related to uncertain tax positions as part of its provision for federal and state income taxes. The Company does not expect its unrecognized tax benefits to materially
change over the next twelve months.



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



A reconciliation of the beginning and ending balance of the consolidated liability for
unrecognized income tax benefits during the year ended March 31, 2011 is as follows (in thousands):



|                                            |  |      |       |  |      |   |       |  
|------------------------------------------- |  | ---- | ----- |  | ---- | - | ----- | -
|                                            |  | 2011 |       |  | 2010 |  
|Balance at April 1                          |  | $    | 3,911 |  |      | $ | 1,025 |  
|Additions for tax positions of prior years  |  |      | 186   |  |      |   | 2,934 |  
|Reductions for tax positions of prior years |  |      |      |  |      |   | (47   | )
|                                            |  |      |       |  |      |   |       |  
|Balance at March 31                         |  | $    | 4,097 |  |      | $ | 3,912 |  
|                                            |  |      |       |  |      |   |       |  

The amount of unrecognized tax benefit which would impact the effective tax rate, if realized, is $4,097
thousand. The realization of unrecognized tax benefits would increase corresponding valuation allowance, thereby offsetting the related rate impact.

The Company files income tax returns in the U.S. federal jurisdiction and the state of California. The Company is subject to U.S. federal and California income tax examinations by tax authorities for
years 1996  2010 and 1994  2010, respectively.

Note 8Employee Benefit Plan

Savings PlanThe Company has a savings plan, which qualifies under Section 401(k) of the Internal Revenue Code. Under the
plan, participating U.S. employees may defer up to 15% of their pre-tax salary, but not more than the statutory limits. The Company currently matches fifty percent of employee contributions made to the savings plan. During 2011 and 2010, the amount
of the Company contribution to the 401k plan was approximately $21,000 and $14,000, respectively. Administrative costs of the plan are immaterial.

Note 9Contingencies

On August 2, 2010, the Company announced
that it had filed a patent infringement lawsuit on Friday, July 30, 2010, in the United States District Court for the Eastern District of Texas against VIA Technologies, Inc. (VIA) and Silicon Integrated Systems Corp.
(SIS) for infringement of two U.S. patents. The two patents at issue in the lawsuit are U.S. Patent No. 5,710,906 and U.S. Patent No. 6,405,291, all entitled Predictive Snooping of Cache Memory for Master-Initiated
Accesses. The complaint alleges that VIA and SIS infringe the patents by making, selling, and offering for sale CPUs and core logic products based on and incorporating Predictive Snooping technology and inducing and contributing to the
infringement of the patents by others. OPTi has requested a jury trial in this matter. The Company, in its case against VIA and SIS, is seeking damages or other monetary relief, including pre-judgement interest and awarding OPTis attorney
fees.

The ultimate outcomes of the VIA and SIS legal actions will have significant effects on the Companys ability to
realize ongoing license revenue.

Note 10Subsequent Events

On June 9, 2011, S. Muoio & Co. LLC (SMC), a shareholder, filed a Complaint to Determine Validity of Election of
Corporate Directors and for Ancillary Injunctive Relief (the Complaint) in the Superior Court of the State of California for the County of Santa Clara.

The Complaint challenges the validity of the election of corporate directors conducted by OPTi at its annual meeting of shareholders held on May 23, 2011 (Annual Meeting) in Palo Alto,
CA. SMC specifically seeks a



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##### Table of Contents

OPTi Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)



determination that its proposed candidate, Robert H. Edelman, was elected by reason of having the most votes of any candidate at the annual meeting, and related relief. The Company believes
that Mr. Edelman was not properly nominated and will contest the allegations in the Complaint.

On June 10, 2011,
the Court set an expedited hearing as required by California Corporations Code Section 709. The hearing is scheduled for July 18, 2011 in the Santa Clara County Superior Court.

Note 11Quarterly Results of Operations (unaudited)

Summarized
quarterly financial information is as follows (in thousands, except per share data):



|                                              |  |         |        |   |              |   |        |             |  |   |          |   |  |   |        |  
|--------------------------------------------- |  | ------- | ------ | - | ------------ | - | ------ | ----------- |  | - | -------- | - |  | - | ------ | -
|Year Ended March 31, 2011                     |  |         |        |   |              |   |        |             |  |   |          |  
|                                              |  |         |        |  
|                                              |  | June 30 |        |   | September 30 |   |        | December 31 |  |   | March 31 |  
|Net revenues                                  |  | $       | 35,125 |   |              | $ | 3,250  |             |  | $ | 12,250   |   |  | $ |       |  
|Gross profit                                  |  | $       | 35,125 |   |              | $ | 3,250  |             |  | $ | 12,250   |   |  | $ |       |  
|Operating profit (loss)                       |  | $       | 33,265 |   |              | $ | 2,052  |             |  | $ | 10,868   |   |  | $ | (639   | )
|Net income (loss)                             |  | $       | 19,790 |   |              | $ | 1,346  |             |  | $ | 4,823    |   |  | $ | (340   | )
|Basic and diluted net income (loss) per share |  | $       | 1.70   |   |              | $ | 0.12   |             |  | $ | 0.65     |   |  | $ | (0.03  | )
|                                              |  |         |        |  
|Year Ended March 31, 2010                     |  |         |        |   |              |   |        |             |  |   |          |  
|                                              |  |         |        |  
|                                              |  | June 30 |        |   | September 30 |   |        | December 31 |  |   | March 31 |  
|Net revenues                                  |  | $       |       |   |              | $ |       |             |  | $ | 650      |   |  | $ |       |  
|Gross profit                                  |  | $       |       |   |              | $ |       |             |  | $ | 650      |   |  | $ |       |  
|Operating profit (loss)                       |  | $       | (2,275 | ) |              | $ | (1,164 | )           |  | $ | (802     | ) |  | $ | (2,548 | )
|Net income (loss)                             |  | $       | (2,142 | ) |              | $ | 738    |             |  | $ | (519     | ) |  | $ | 8,892  |  
|Basic and diluted net income (loss) per share |  | $       | (0.18  | ) |              | $ | 0.06   |             |  | $ | (0.04    | ) |  | $ | 0.76   |  



F-13