##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 31, 2005
 OR
 o
    
    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: 0-29939
 
 OMNIVISION TECHNOLOGIES, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    77-0401990(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification Number)
 1341 Orleans Drive, Sunnyvale, California 94089-1136
 (Address of Principal Executive Offices) (Zip Code)
 Registrants telephone number, including area code: (408) 542-3000
 
 þ o
 þ o
 o þ




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OMNIVISION TECHNOLOGIES, INC.
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Condensed Consolidated Balance Sheets (unaudited)  July 31, 2005 and April 30, 2005
    
    
    3Condensed Consolidated Statements of Income (unaudited)  Three Months Ended July 31, 2005 and 2004
    
    
    4Condensed Consolidated Statements of Cash Flows (unaudited)  Three Months Ended July 31, 2005 and 2004
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 4.
    
    Controls and Procedures
    
    
    50PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    51Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    52Item 5.
    
    Other Information
    
    
    52Item 6.
    
    Exhibits
    
    
    52Signatures
    
    
    53Exhibit IndexEXHIBIT 10.13EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 OMNIVISION TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data and per share data)
(unaudited)
 July 31,
    
    
    April 30,2005
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    193,560
    
    
    $
    204,057Short-term investments
    
    
    118,395
    
    
    
    90,658Accounts receivable, net
    
    
    54,586
    
    
    
    59,740Inventories
    
    
    61,373
    
    
    
    58,429Refundable and deferred income taxes
    
    
    5,346
    
    
    
    5,402Prepaid expenses and other assets
    
    
    3,018
    
    
    
    2,542Total current assets
    
    
    436,278
    
    
    
    420,828Property, plant and equipment, net
    
    
    18,936
    
    
    
    19,342Long-term investments
    
    
    6,830
    
    
    
    6,814Goodwill
    
    
    4,892
    
    
    
    4,892Intangibles, net
    
    
    25,083
    
    
    
    26,414Other non-current assets
    
    
    2,260
    
    
    
    1,543Total assets
    
    $
    494,279
    
    
    $
    479,833LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    34,391
    
    
    $
    26,081Accrued expenses and other current liabilities
    
    
    12,965
    
    
    
    14,196Accrued income taxes payable
    
    
    35,849
    
    
    
    32,313Deferred income
    
    
    9,615
    
    
    
    5,483Total current liabilities
    
    
    92,820
    
    
    
    78,073Long-term liabilities:Deferred tax liabilities
    
    
    8,870
    
    
    
    9,347Total long-term liabilities
    
    
    8,870
    
    
    
    9,347Total liabilities
    
    
    101,690
    
    
    
    87,420Commitments and contingencies (Note 13)Minority interest
    
    
    2,858
    
    
    
    2,315Stockholders equity:Common stock, $0.001 par value; 100,000,000 shares authorized;
57,918,003 issued and 56,668,003 outstanding at July 31, 2005 and
57,634,341 shares issued and outstanding at April 30, 2005,
respectively
    
    
    58
    
    
    
    58Additional paid-in capital
    
    
    265,302
    
    
    
    263,102Accumulated other comprehensive income (loss)
    
    
    185
    
    
    
    (25
    )Treasury stock, 1,250,000 shares at July 31, 2005 and zero shares
at April 30, 2005
    
    
    (17,159
    )
    
    
    Retained earnings
    
    
    141,345
    
    
    
    126,963Total stockholders equity
    
    
    389,731
    
    
    
    390,098Total liabilities, minority interest and stockholders equity
    
    $
    494,279
    
    
    $
    479,833
  3




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
 Three Months EndedJuly 31,2005
    
    
    2004Revenues
    
    $
    95,994
    
    
    $
    98,807Cost of revenues
    
    
    64,065
    
    
    
    59,068Gross profit
    
    
    31,929
    
    
    
    39,739Operating expenses:Research and development
    
    
    8,477
    
    
    
    5,164Selling, general and administrative
    
    
    6,776
    
    
    
    7,122Stock-based compensation (1)
    
    
    2
    
    
    
    203Total operating expenses
    
    
    15,255
    
    
    
    12,489Income from operations
    
    
    16,674
    
    
    
    27,250Interest income
    
    
    1,959
    
    
    
    660Other income (loss), net
    
    
    23
    
    
    
    (338
    )Income before income taxes and minority interest
    
    
    18,656
    
    
    
    27,572Provision for income taxes
    
    
    3,732
    
    
    
    7,720Minority interest
    
    
    542
    
    
    
    Net income
    
    $
    14,382
    
    
    $
    19,852Net income per share:Basic
    
    $
    0.25
    
    
    $
    0.35Diluted
    
    $
    0.25
    
    
    $
    0.32Shares used in computing net income per share:Basic
    
    
    57,178
    
    
    
    56,315Diluted
    
    
    58,194
    
    
    
    61,131(1) Stock-based compensation by functional area:Research and development
    
    $
    
    
    
    $
    9Selling, general and administrative
    
    
    2
    
    
    
    194$
    2
    
    
    $
    203
  4




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 Three Months EndedJuly 31,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    14,382
    
    
    $
    19,852Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    2,331
    
    
    
    686Stock-based compensation
    
    
    2
    
    
    
    203Tax benefits from stock option exercises
    
    
    563
    
    
    
    Minority interest in net income of consolidated subsidiary
    
    
    542
    
    
    
    Equity investment (gain) loss, net
    
    
    (16
    )
    
    
    338Changes in assets and liabilities:Accounts receivable, net
    
    
    5,154
    
    
    
    (2,599
    )Inventories
    
    
    (2,980
    )
    
    
    14,665Refundable and deferred income taxes
    
    
    77
    
    
    
    Prepaid expenses and other assets
    
    
    (1,312
    )
    
    
    (355
    )Accounts payable
    
    
    8,293
    
    
    
    (6,409
    )Accrued expenses and other current liabilities
    
    
    (1,231
    )
    
    
    8,320Accrued income taxes payable
    
    
    3,537
    
    
    
    Deferred income
    
    
    4,132
    
    
    
    (532
    )Deferred tax liabilities
    
    
    (477
    )
    
    
    Net cash provided by operating activities
    
    
    32,997
    
    
    
    34,169Cash flows from investing activities:Restricted cash
    
    
    
    
    
    
    (3
    )Purchases of short-term investments
    
    
    (35,149
    )
    
    
    (47,522
    )Proceeds from sale or maturities of short-term investments
    
    
    7,500
    
    
    
    49,730Purchases of property, plant and equipment
    
    
    (248
    )
    
    
    (1,005
    )Purchases of long-term investments
    
    
    
    
    
    
    (1,462
    )Net cash used in investing activities
    
    
    (27,897
    )
    
    
    (262
    )Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    1,635
    
    
    
    914Payment for repurchase of common stock
    
    
    (17,159
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (15,524
    )
    
    
    914Effect of foreign currency translation gain on cash and cash equivalents
    
    
    (73
    )
    
    
    13Net decrease in cash and cash equivalents
    
    
    (10,497
    )
    
    
    34,834Cash and cash equivalents at beginning of period
    
    
    204,057
    
    
    
    124,653Cash and cash equivalents at end of period
    
    $
    193,560
    
    
    $
    159,487Supplemental cash flow information:Taxes paid
    
    $
    
    
    
    $
    250
  5




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
 Note 1  Basis of Presentation
 Overview
    Reclassifications
  Cash and
    
    
    Short-termCash Equivalents
    
    
    InvestmentsAs Reported
    
    
    As Reclassified
    
    
    As Reported
    
    
    As ReclassifiedThree months ended July 31, 2004
    
    $
    194,087
    
    
    $
    159,487
    
    
    $
    53,655
    
    
    $
    88,255
  Cash Flow ActivityAs Reported
    
    
    As ReclassifiedThree months ended July 31, 2004:(Purchases of) proceeds from short-term investments, net
    
    $
    (36,592
    )
    
    $
    2,208Net increase (decrease) in cash and cash equivalents
    
    $
    (3,966
    )
    
    $
    34,834Cash and cash equivalents at end of period
    
    $
    194,087
    
    
    $
    159,487
 6




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
 Note 2  Summary of Significant Accounting Policies
 Principles of Consolidation
  Revenue Recognition
    Cash and Cash Equivalents
   Short-Term Investments
  Inventories
   7




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Goodwill
  Intangible Assets Other than Goodwill
  Treasury Stock
  Research and Development
 Accounting for Research and Development Costs,
 Warranty Reserve for Defective Products
  Stock-Based Compensation
 Accounting for Stock Issued to Employees Accounting for Certain Transactions Involving Stock
Compensation Accounting
for Stock-Based Compensation Accounting for Stock-Based
CompensationTransition and DisclosureAn Amendment of FASB Statement
No. 123
 8




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Three Months EndedJuly 31,2005
    
    
    2004Net income, as reported
    
    $
    14,382
    
    
    $
    19,852Add:
    
    Stock-based employee compensation expense included in reported net income, net of related tax effects
    
    
    
    
    
    
    13Deduct:
    
    Total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects
    
    
    5,540
    
    
    
    6,206As adjusted net income
    
    $
    8,842
    
    
    $
    13,659Net income per share  Basic:As reported
    
    $
    0.25
    
    
    $
    0.35As adjusted
    
    $
    0.15
    
    
    $
    0.24Net income per share  Diluted:As reported
    
    $
    0.25
    
    
    $
    0.32As adjusted
    
    $
    0.15
    
    
    $
    0.24Shares used in computing net income per share  Basic:As reported
    
    
    57,178
    
    
    
    56,315As adjusted
    
    
    57,178
    
    
    
    56,315Shares used in computing net income per share  Diluted:As reported
    
    
    58,194
    
    
    
    61,131As adjusted
    
    
    57,178
    
    
    
    56,321
 Accounting for Equity Instruments
that are Offered to Other than Employees for Acquiring or in Conjunction with Selling Goods or
Services
 Recent Accounting Pronouncements
 Share-Based Payment,
 9




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Shared-Based Payment,
 Accounting Changes and Error Corrections, Accounting
Changes,
 Note 3  Short-Term Investments
  As of July 31, 2005Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    Loss
    
    
    ValueU.S. government debt securities
    
    $
    34,871
    
    
    $
    
    
    
    $
    (44
    )
    
    $
    34,827Municipal bonds and notes
    
    
    48,937
    
    
    
    2
    
    
    
    (2
    )
    
    
    48,937Commercial paper
    
    
    34,694
    
    
    
    
    
    
    
    (63
    )
    
    
    34,631$
    118,502
    
    
    $
    2
    
    
    $
    (109
    )
    
    $
    118,395Contractual maturity dates, less than one year
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,458Contractual maturity dates, one year to 30 years(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,937$
    118,395
 10




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
 As of April 30, 2005Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    Loss
    
    
    ValueU.S. government debt securities
    
    $
    34,662
    
    
    $
    
    
    
    $
    (20
    )
    
    $
    34,642Municipal bonds and notes
    
    
    41,550
    
    
    
    
    
    
    
    
    
    
    
    41,550Commercial paper
    
    
    14,482
    
    
    
    
    
    
    
    (16
    )
    
    
    14,466$
    90,694
    
    
    $
    
    
    
    $
    (36
    )
    
    $
    90,658Contractual maturity dates, less than one year
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,108Contractual maturity dates, one year to 30 years(1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,550$
    90,658
 
 (1)
    
    Represents auction rate securities, which bear a maturity date of up to thirty
years with the interest rate being reset every 35 days. 11




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
 Note 4  Balance Sheet Accounts (in thousands)
 July 31,
    
    
    April 30,2005
    
    
    2005Cash and cash equivalents:Cash
    
    $
    41,777
    
    
    $
    31,564Money market funds
    
    
    140,010
    
    
    
    157,576Commercial paper
    
    
    11,773
    
    
    
    14,917$
    193,560
    
    
    $
    204,057Accounts receivable:Accounts receivable
    
    $
    60,515
    
    
    $
    66,270Less: Allowance for doubtful accounts
    
    
    (932
    )
    
    
    (1,237
    )Sales returns reserve
    
    
    (4,997
    )
    
    
    (5,293
    )$
    54,586
    
    
    $
    59,740Inventories:Work in progress
    
    $
    32,389
    
    
    $
    26,957Finished goods
    
    
    28,984
    
    
    
    31,472$
    61,373
    
    
    $
    58,429Prepaid expenses and other assets:Prepaid expenses
    
    $
    2,077
    
    
    $
    1,971Other receivables
    
    
    941
    
    
    
    571$
    3,018
    
    
    $
    2,542Property, plant and equipment, net:Building and land use right
    
    $
    7,162
    
    
    $
    7,013Building improvements
    
    
    1,937
    
    
    
    1,909Machinery and equipment
    
    
    15,913
    
    
    
    15,654Furniture and fixtures
    
    
    254
    
    
    
    250Software
    
    
    1,981
    
    
    
    1,866Construction in progress
    
    
    57
    
    
    
    1827,304
    
    
    
    26,710Less: Accumulated depreciation and amortization
    
    
    (8,368
    )
    
    
    (7,368
    )$
    18,936
    
    
    $
    19,342Accrued expenses and other current liabilities:Employee compensation
    
    $
    2,789
    
    
    $
    2,937Accrued third party commissions
    
    
    2,111
    
    
    
    2,555Accrued acquisition costs
    
    
    2,095
    
    
    
    2,095Accrued professional services
    
    
    1,780
    
    
    
    1,359Accrued other
    
    
    4,190
    
    
    
    5,250$
    12,965
    
    
    $
    14,196
 Note 5  Long-term Investments
  12




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
        13




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Note 6  Acquisition of CDM Optics, Inc.
    Note 7  Goodwill
  Note 8  Intangible Assets
  Accumulated
    
    
    Net BookCost
    
    
    Amortization
    
    
    ValueCore technology
    
    $
    17,800
    
    
    $
    890
    
    
    $
    16,910Patent
    
    
    7,260
    
    
    
    509
    
    
    
    6,751Trademarks and tradenames
    
    
    1,400
    
    
    
    70
    
    
    
    1,330Customer relationships
    
    
    100
    
    
    
    8
    
    
    
    92Intangible assets, net
    
    $
    26,560
    
    
    $
    1,477
    
    
    $
    25,083
  Accumulated
    
    
    Net BookCost
    
    
    Amortization
    
    
    ValueCore technology
    
    $
    17,800
    
    
    $
    
    
    
    $
    17,800Patent
    
    
    7,260
    
    
    
    146
    
    
    
    7,114Trademarks and tradenames
    
    
    1,400
    
    
    
    
    
    
    
    1,400Customer relationships
    
    
    100
    
    
    
    
    
    
    
    100Intangible assets, net
    
    $
    26,560
    
    
    $
    146
    
    
    $
    26,414
 14




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Years Ended April 30,2006
    
    $
    3,9942007
    
    
    5,3252008
    
    
    5,3252009
    
    
    5,2922010
    
    
    5,147Thereafter
    
    
    Total
    
    $
    25,083
 Note 9  Net Income Per Share
   Earnings Per Share,
 15




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Three Months EndedJuly 31,2005
    
    
    2004Numerator:Net income
    
    $
    14,382
    
    
    $
    19,852Denominator:Weighted average shares
    
    
    57,178
    
    
    
    56,321Weighted average unvested common stock subject to repurchase
    
    
    
    
    
    
    (6
    )Denominator for basic net income per share
    
    
    57,178
    
    
    
    56,315Weighted average effect of dilutive securities:Common stock options
    
    
    1,016
    
    
    
    4,810Unvested common stock subject to repurchase
    
    
    
    
    
    
    6Denominator for dilutive net income per share
    
    
    58,194
    
    
    
    61,131Basic net income per share
    
    $
    0.25
    
    
    $
    0.35Diluted net income per share
    
    $
    0.25
    
    
    $
    0.32
 Note 10  Segment, Product Line and Geographic Information
   Three Months EndedJuly 31,2005
    
    
    2004Digital applications
    
    $
    81,956
    
    
    $
    88,135Analog applications
    
    
    14,038
    
    
    
    10,672Total
    
    $
    95,994
    
    
    $
    98,807
  Three Months EndedJuly 31,2005
    
    
    2004OEMs and VARs
    
    
    73.8
    %
    
    
    82.3
    %Distributors
    
    
    26.2
    
    
    
    17.7Total
    
    
    100.0
    %
    
    
    100.0
    %
 16




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Three Months EndedJuly 31,2005
    
    
    2004Hong Kong
    
    $
    44,292
    
    
    $
    37,923Taiwan
    
    
    18,679
    
    
    
    12,314China
    
    
    13,832
    
    
    
    17,872Japan
    
    
    11,227
    
    
    
    11,710South Korea
    
    
    5,712
    
    
    
    14,470United States.
    
    
    957
    
    
    
    1,526All other
    
    
    1,295
    
    
    
    2,992Total
    
    $
    95,994
    
    
    $
    98,807
  July 31,
    
    
    April 30,2005
    
    
    2005China
    
    $
    16,540
    
    
    $
    16,640Taiwan
    
    
    8,941
    
    
    
    8,401United States
    
    
    2,171
    
    
    
    2,277All other
    
    
    374
    
    
    
    352Total
    
    $
    28,026
    
    
    $
    27,670
 Note 11  Employee Stock Option and Stock Purchase Plans
 Employee Stock Option Grants
  2000 Employee Stock Purchase Plan
  Fair Value Disclosures
  17




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OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
   Employee Stock Option PlansThree Months EndedJuly 31,2005
    
    
    2004Risk-free interest rate
    
    
    3.70
    %
    
    
    3.14
    %Expected term of options (in years)
    
    
    3.5
    
    
    
    3.5Expected volatility
    
    
    84.3
    %
    
    
    127.3
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
   Employee Stock Purchase PlanThree Months EndedJuly 31,2005
    
    
    2004Risk-free interest rate
    
    
    3.28
    %
    
    
    1.64
    %Expected term of options (in years)
    
    
    0.5
    
    
    
    0.5Expected volatility
    
    
    43.0
    %
    
    
    94.4
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
 Note 12  Treasury Stock
  Note 13  Commitments and Contingencies
 Commitments
  18




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Litigation
  McKee v. OmniVision Technologies, Inc., et. al.,
Civil Action No. 01 CV 10775 In re Initial Public Offering Securities Litigation, 21 MC 92
  In re OmniVision
Technologies, Inc.,
 19




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##### Table of Contents



OMNIVISION TECHNOLOGIES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
For the Three Months Ended July 31, 2005 and 2004
(unaudited)
  Gantt
v. Winn Torriani v. Hong
 Note 14  Subsequent Event
  20




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion in conjunction with our unaudited condensed interim
financial statements and the notes thereto included in Item 1 of this Quarterly Report on Form
10-Q. The following discussion contains forward-looking statements, within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which
involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors that include, but are not
limited to, the risks discussed in Factors Affecting Future Results. These forward-looking
statements include, but are not limited to, statements including the words may, will, plans,
seeks, expects, anticipates, outlook, intends, believes and words of similar import as
well as the negative of those terms. These forward-looking statements are based on current
expectations and entail various risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Such risks and uncertainties are
set forth below under Factors Affecting Future Results and elsewhere in this Quarterly Report and
in other documents we file with the U.S. Securities and Exchange Commission.
 Overview
      21




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
        22




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
    The Current Economic Environment
    23




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
        24




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  Sources of Revenues
      Critical Accounting Policies
  25




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Results of Operations
  Three Months EndedJuly 31,2005
    
    
    2004Revenues
    
    
    100.0
    %
    
    
    100.0
    %Cost of revenues
    
    
    66.7
    
    
    
    59.8Gross profit
    
    
    33.3
    
    
    
    40.2Operating expenses:Research and development
    
    
    8.8
    
    
    
    5.2Selling, general and administrative
    
    
    7.1
    
    
    
    7.2Stock-based compensation
    
    
    
    
    
    
    0.2Total operating expenses
    
    
    15.9
    
    
    
    12.6Income from operations
    
    
    17.4
    
    
    
    27.6Interest income
    
    
    2.0
    
    
    
    0.7Other income (loss), net
    
    
    
    
    
    
    (0.4
    )Income before income taxes and minority interest
    
    
    19.4
    
    
    
    27.9Provision for income taxes
    
    
    3.9
    
    
    
    7.8Minority interest
    
    
    0.5
    
    
    
    Net income
    
    
    15.0
    %
    
    
    20.1
    %
 Three Months Ended July 31, 2005 as Compared to Three Months Ended July 31, 2004
 Revenues
  26




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Revenues from Sales of Image-Sensor products for Digital as Compared to Analog Applications
  Three Months EndedJuly 31,2005
    
    
    2004Digital applications
    
    $
    81,956
    
    
    $
    88,135Analog applications
    
    
    14,038
    
    
    
    10,672Total
    
    $
    95,994
    
    
    $
    98,807
 Digital Revenues.
 Analog Revenues.
 27




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Revenues from Sales to OEMs and VARs as Compared to Distributors
  Three Months EndedJuly 31,2005
    
    
    2004OEMs and VARs
    
    
    73.8
    %
    
    
    82.3
    %Distributors
    
    
    26.2
    
    
    
    17.7Total
    
    
    100.0
    %
    
    
    100.0
    %
 OEMs and VARs.
 Distributors.
 Revenues from Domestic Sales as Compared to Foreign Sales
  Three Months EndedJuly 31,2005
    
    
    2004Domestic sales
    
    
    1.0
    %
    
    
    1.5
    %Foreign sales
    
    
    99.0
    
    
    
    98.5Total
    
    
    100.0
    %
    
    
    100.0
    %
  Gross Profit
  28




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Research and Development
   Selling, General and Administrative
  Stock-based compensation
  Interest Income
  29




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Other Income (Loss), Net
  Provision for Income Taxes
   Minority interest
  Liquidity and Capital Resources
  Liquidity
  Cash Flows From Operating Activities
  30




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
   Cash Flows From Investing Activities
   Cash and
    
    Short-termCash Equivalents
    
    InvestmentsAs Reported
    
    As Reclassified
    
    As Reported
    
    As ReclassifiedThree months ended July 31, 2004
    
    $
    194,087
    
    
    $
    159,487
    
    
    $
    53,655
    
    
    $
    88,255
 31




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  Cash Flow ActivityAs Reported
    
    
    As ReclassifiedThree months ended July 31, 2004:(Purchases of) proceeds from short-term investments, net
    
    $
    (36,592
    )
    
    $
    2,208Net increase (decrease) in cash and cash equivalents
    
    $
    (3,966
    )
    
    $
    34,834Cash and cash equivalents at end of period
    
    $
    194,087
    
    
    $
    159,487
 Cash Flows From Financing Activities
  Capital Resources
    Factors Affecting Future Results.
 32




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Contractual Obligations and Commercial Commitments
  Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1 Year
    
    
    1 - 3 Years
    
    
    4 - 5 Years
    
    
    5 YearsContractual Obligations:Operating leases
    
    $
    4,389
    
    
    $
    2,273
    
    
    $
    1,757
    
    
    $
    359
    
    
    $
    Noncancelable orders
    
    
    50,058
    
    
    
    50,058
    
    
    
    
    
    
    
    
    
    
    
    Total contractual obligations
    
    
    54,447
    
    
    
    52,331
    
    
    
    1,757
    
    
    
    359
    
    
    
    Other Commercial Commitments:Investment in China
    
    
    15,300
    1
    
    
    15,300
    
    
    
    
    
    
    
    
    
    
    
    Joint Venture with TSMC
    
    
    23,500
    2
    
    
    17,000
    
    
    
    6,500
    
    
    
    
    
    
    
    Total commercial commitments.
    
    
    38,800
    
    
    
    32,300
    
    
    
    6,500
    
    
    
    
    
    
    
    Total contractual
obligations and commercial
commitments
    
    $
    93,247
    
    
    $
    84,631
    
    
    $
    8,257
    
    
    $
    359
    
    
    $
    
 
 1
    
    Represents the remaining $15.3 million of registered capital for HWSC. We established
this subsidiary as part of our efforts to increase capacity and reduce costs for testing our
image-sensor products. Under an agreement with the Chinese government, the date by which the
remaining $15.3 million of registered capital must be funded is now January 22, 2006.2
    
    On August 12, 2005, through our wholly-owned subsidiary OmniVision International
Holding Ltd., we entered into an Amended and Restated Shareholders Agreement, or the Amended
Agreement, with Taiwan Semiconductor Manufacturing Co., Ltd., or TSMC, VisEra Technologies
Company, Ltd., or VisEra, and VisEra Holding Company, or VisEra Cayman. The Amended Agreement
amended and restated the original Shareholders Agreement that the parties entered into on
October 29, 2003, pursuant to which the Company and TSMC agreed to form VisEra, a joint
venture in Taiwan, for the purposes of providing manufacturing services and automated final
testing services related to CMOS image sensors. In November 2003, pursuant to the terms of
the original Shareholders Agreement, we contributed $1.5 million in cash to VisEra and
granted a non-exclusive license to certain of its manufacturing and automated final testing
technologies and patents.Under the terms of the Amended Agreement, the parties reaffirmed their respective commitments
to VisEra, and expanded the scope of and made certain modifications to the original
Shareholders Agreement. In particular, the parties agreed to raise the total capital committed
to the joint venture from $50 million to $68 million, which commitments may be made in the form
of cash or asset contributions. The parties have equal interests in VisEra. To date a total of
$6 million in cash and assets has been contributed to VisEra. A minimum of an additional $23.5
million in cash and asset contributions will be made by each of the parties, with the remaining
$15 million to be made by additional investors, additional contributions by the parties, or a
combination thereof, provided that the parties have and will maintain equal interests in
VisEra. Of the $23.5 million, we expect to contribute approximately $20.5 million of assets to
the joint venture, including technology, plant and equipment currently owned by us or to be
purchased with funds for existing commercial commitments, and net cash of $3 million.In order to provide greater financial and fiscal flexibility to VisEra, in connection with the
Amended Agreement, the parties also formed VisEra Cayman, a company incorporated in the Cayman
Islands. VisEra will become a wholly-owned subsidiary of VisEra Cayman and VisEra Cayman will
complete the transactions contemplated by the Amended Agreement. Under the terms of the Amended
Agreement, VisEra Cayman is required to use up to $12.6 million of the $18 million increase in
the total capital commitment for the
acquisition of approximately 30% of the issued shares of a third party entity, of which we
currently own less than 10% of the issued shares. As a result of the transactions contemplated
by the Amended Agreement, we 33




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  expect to consolidate the results of VisEra and the third party entity beginning in the fiscal
quarter ending October 31, 2005.All other material terms of the original Shareholders Agreement remain in effect. Factors Affecting Future Results
 This Quarterly Report on Form 10-Q , including Managements Discussion and Analysis of
Financial Condition and Results of Operations, contains forward-looking statements. These
forward-looking statements are subject to substantial risks and uncertainties that could cause our
future business, financial condition or results of operations to differ materially from our
historical results or currently anticipated results, including those set forth below.
 Risks Related to Our Business
 We face intense competition in our markets from more established CMOS and CCD image sensor
manufacturers, and if we are unable to compete successfully we may not be able to maintain or grow
our business.
     34




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  Our success depends on the timely development, introduction, marketing and selling of new CMOS
image sensors, which we might not be able to achieve.
  
    
    accurate prediction of market requirements and evolving standards, including
pixel resolution, output interface standards, power requirements, optical lens size, input
standards and operating systems for personal computers and other platforms;
    
    development of advanced technologies and capabilities;
    
    definition, timely completion and introduction of new CMOS image sensors that
satisfy customer requirements;
    
    development of products that maintain a technological advantage over the
products of our competitors, including our advantages with respect to the functionality and
pixel capability of our image-sensor products and our proprietary testing processes; and
    
    market acceptance of the new products.
  Failure to obtain design wins could cause our market share and revenues to decline and could
impair our ability to grow our business.
  35




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Historically, our revenues have been dependent upon a few key customers, the loss of one or more
of which could significantly reduce our revenues.
  Declines in our average sales prices may result in declines in our revenues and gross margin.
  Problems with wafer manufacturing and/or back-end processing yields could result in higher product
costs and could impair our ability to meet customer demand for our products.
  36




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Sales of our image-sensor products for camera cell phones account for a large portion of our
revenues from digital applications on an annual basis, and any decline in sales to the camera cell
phone market or failure of this market to continue to grow as expected could adversely affect our
results of operations.
  If we do not forecast customer demand correctly, our business could be impaired and our stock
price may decline.
  37




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Our lengthy manufacturing, packaging and assembly cycle, in addition to our customers design
cycle, may result in uncertainty and delays in generating revenues.
  We depend on a limited number of third party wafer foundries, which reduces our ability to control
our manufacturing process.
   
    
    reduced control over delivery schedules, quality assurance, manufacturing yields and production costs;
    
    lack of guaranteed production capacity or product supply;
    
    unavailability of, or delayed access to, next generation or key process technologies; and
    
    financial difficulties or disruptions in the operations of third party
foundries due to causes beyond our control.
  We rely on third party service providers for color filter application and packaging services,
which reduces our control over delivery schedules, product quality and cost, and could adversely
affect our ability to deliver products to customers.
  38




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
   Our ability to deliver products that meet customer demand is dependent upon our ability to meet
new and changing requirements for color filter application and sensor packaging.
  We depend on the increased acceptance of mass-market image sensor applications to grow our
business and increase our revenues.
   Our customers experience fluctuating product cycles and seasonality, which could cause our results
of operations to fluctuate from period to period.
  39




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  Fluctuations in our quarterly operating results make it difficult to predict our future
performance and may result in volatility in the market price of our common stock.
  
    
    our ability to accurately forecast demand for our products;
    
    our ability to achieve acceptable wafer manufacturing or back-end processing yields;
    
    our gain or loss of a large customer;
    
    competitive pricing pressures;
    
    our ability to manage our product transitions;
    
    the availability of production capacities at the semiconductor foundries that
manufacture our products or components of our products;
    
    the growth of the market for products and applications using CMOS image sensors;

· the timing and size of orders from our customers;
    
    the volume of our product returns;
    
    the seasonal nature of customer demand for our products;
    
    the deferral of customer orders in anticipation of new products, product designs or enhancements by us;
    
    the announcement and introduction of products and technologies by our competitors; and
    
    the level of our expenses.
   Changes in accounting rules for stock-based compensation will adversely affect our reported
operating results, and may adversely affect our stock price and our competitiveness in the
employee marketplace.
 Share-Based Payment,
 40




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  We may be required to record a significant charge to earnings if our goodwill or amortizable
intangible assets become impaired.
  We maintain a backlog of customer orders that is subject to cancellation or delay in delivery
schedules, and any cancellation or delay may result in lower than anticipated revenues.
  If we are unable to maintain processes and procedures to sustain effective internal control over
our financial reporting, our ability to provide reliable and timely financial reports could be
harmed and this could have a material adverse effect on our stock price.
   Corporate governance regulations have recently increased our compliance costs and could further
increase our expenses if changes occur within our business.
  41




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 There are risks associated with our operations in China.
  
    
    difficulties in staffing and managing foreign operations, particularly in
attracting and retaining personnel qualified to design, sell and support CMOS image
sensors;
    
    difficulties in coordinating our operations in China with those in California;
    
    diversion of management attention;
    
    difficulties in maintaining uniform standards, controls, procedures and
policies across our global operations, including inventory management and financial
consolidation;
    
    political and economic instability, which could have an adverse impact on
foreign exchange rates in Asia and could impair our ability to conduct our business in
China; and
    
    inadequacy of the local infrastructure to support our needs.
 We may experience integration or other problems with the recent or potential future acquisitions,
which could have an adverse effect on our business or results of operations. New acquisitions
could dilute the interests of existing stockholders, and the announcement of new acquisitions
could result in a decline in the price of our common stock.
  
    
    difficulty in realizing the potential technological benefits of the
transaction;
    
    difficulty in integrating the technology, operations or work force of the
acquired business with our existing business;
    
    unanticipated expenses related to technology integration;
    
    disruption of our ongoing business;
    
    difficulty in realizing the potential financial or strategic benefits of the transaction;
    
    difficulty in maintaining uniform standards, controls, procedures and policies;
    
    possible impairment of relationships with employees, customers, suppliers and
strategic partners as a result of integration of new businesses and management personnel;
    
    impairment of assets related to resulting goodwill, and reductions in our
future operating results from amortization of intangible assets; and
    
    potential unknown or unexpected liabilities associated with acquired
businesses.
  42




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  We may never achieve the anticipated benefits from our joint venture with TSMC.
  We may not achieve the anticipated benefits of our alliances with, and strategic investments in,
third parties.
   We may be unable to adequately protect our intellectual property, and therefore we may lose some
of our competitive advantage.
  43




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  We have been named as a defendant in certain litigation that could have a material adverse impact
on our operating results and financial condition.
 Legal Proceedings
 Litigation regarding intellectual property could divert management attention, be costly to defend
and prevent us from using or selling the challenged technology.
 Legal Proceedings
 
    
    ceasing the sale or use of products or services that incorporate the infringed
intellectual property;
    
    obtaining from the holder of the infringed intellectual property a license to
sell or use the relevant technology, which license may not be available on acceptable
terms, if at all; or
    
    redesigning those products or services that incorporate the disputed
intellectual property, which could result in substantial unanticipated development expenses
and prevent us from selling the products until the redesign is completed, if at all.
  44




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  If we do not effectively manage our growth, our ability to increase our revenues and improve our
earnings could be adversely affected.
  
    
    significantly improve our operational, financial and accounting systems;
    
    train and manage our existing employee base;
    
    attract and retain qualified personnel with relevant experience; and
    
    effectively manage accounts receivable and inventory.
   Our future tax rates could be higher than we anticipate if the proportion of future operating
income generated outside the U.S. by our foreign subsidiaries is less than we expect.
   Our sales through distributors increase the complexity of our business, which may increase our
operating costs and may reduce our ability to forecast revenues.
  
    
    manage a more complex supply chain;
    
    manage the level of inventory at each distributor;
    
    provide for credits, return rights and price protection;
    
    estimate the impact of credits, return rights, price protection and unsold inventory at distributors; and
    
    monitor the financial condition and creditworthiness of our distributors.
 45




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##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  We face foreign business, political and economic risks, because a majority of our products and
those of our customers are manufactured and sold outside of the United States.
   
    
    longer payment cycles;
    
    the adverse effects of tariffs, duties, price controls or other restrictions that impair trade;
    
    decreased visibility as to future demand;
    
    difficulties in accounts receivable collections; and
    
    burdens of complying with a wide variety of foreign laws and labor practices.
  The high level of complexity and integration of our products increases the risk of latent defects,
which could damage customer relationships and increase our costs.
  Our business could be harmed if we lose the services of one or more members of our senior
management team, or if we are unable to attract and retain qualified personnel.
   46




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  We may not be able to integrate CDMs business operations into our company successfully.
Therefore, we may not achieve the anticipated benefits of the acquisition, which could adversely
affect the price of our common stock.
  We need to upgrade our enterprise resource planning system.
  Our operations may be impaired as a result of disasters, business interruptions or similar events.
  Acts of war and terrorist acts may seriously harm our business and revenue, costs and expenses and
financial condition.
  47




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
 Risks Related to the Securities Markets and Ownership of Our Common Stock
 Provisions in our charter documents and Delaware law, as well as our stockholders rights plan,
could prevent or delay a change in control of our company and may reduce the market price of our
common stock.
  
    
    adjusting the price, rights, preferences, privileges and restrictions of
preferred stock without stockholder approval;
    
    providing for a classified board of directors with staggered, three year terms;
    
    requiring supermajority voting to amend some provisions in our certificate of incorporation and bylaws;
    
    limiting the persons who may call special meetings of stockholders; and
    
    prohibiting stockholder actions by written consent.
  Our stock has been and will likely continue to be subject to substantial price and volume
fluctuations due to a number of factors, many of which are beyond our control, that may prevent
our stockholders from selling our common stock at a profit.
  
    
    actual or anticipated fluctuations in our operating results;
    
    changes in expectations as to our future financial performance;
    
    changes in financial estimates of securities analysts;
    
    release of lock-up or other transfer restrictions on our outstanding shares of
common stock or sales of additional shares of common stock;
    
    sales or the perception in the market of possible sales of shares of our common
stock by our directors, officers, employees or principal stockholders;
    
    changes in market valuations of other technology companies; and
    
    announcements by us or our competitors of significant technical innovations,
design wins, contracts, standards or acquisitions.
  48




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  (Continued)
  Recent Accounting Pronouncements
 Share-Based Payment,
 Shared-Based Payment,
 Accounting Changes and Error Corrections, Accounting
Changes,
 49




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency Exchange Risk
    Quantitative and Qualitative Discussion of Market Interest Rate Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
 (a) Evaluation of Disclosure Controls and Procedures.
  (b) Changes in Internal Controls.
  50




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  McKee v. OmniVision Technologies, Inc., et. al.,
Civil Action No. 01 CV 10775 In re Initial Public Offering
Securities Litigation, 21 MC 92
  In re OmniVision
Technologies, Inc.,
 Gantt
v. Winn Torriani v. Hong
 51




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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Approximate DollarTotal Number of
    
    Value of SharesShares Purchased as
    
    that May Yet BeTotal Number of
    
    Average Price Paid
    
    Part of a Publicly
    
    Purchased Under thePeriod
    
    Shares Purchased
    
    per Share
    
    Announced Plan
    
    Plan(1)May 1, 2005  May 31, 2005
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    June 1, 2005  June 30, 2005
    
    
    750
    
    
    $
    13.57
    
    
    
    750
    
    
    $
    89,824July 1, 2005  July 31, 2005
    
    
    500
    
    
    $
    13.97
    
    
    
    500
    
    
    $
    82,841Total
    
    
    1,250
    
    
    $
    13.73
    
    
    
    1,250
 
 (1)
    
    On June 20, 2005, the Companys Board of Directors authorized the repurchase in an
open market program of up to an aggregate of $100 million of the Companys common stock. 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 ExhibitNumber
    
    Description*10.13
    
    Amended and Restated Shareholders Agreement dated
August 12, 2005, by and between the Registrant, Taiwan
Semiconductor Manufacturing Company and certain other
parties.31.1
    
    Certification of Chief Executive Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of Sarbanes-Oxley Act of
2002.
 
 *
    
    Portions of this agreement have been omitted pursuant to a request for
confidential treatment and the omitted portions have been filed separately with the
Securities and Exchange Commission. 52




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##### Table of Contents



SIGNATURES
  OmniVision Technologies, Inc.(Registrant)Dated: September 9, 2005By:
    
    /s/Shaw HongShaw HongChief Executive Officer, President and Director
(Principal Executive Officer)Dated: September 9, 2005By:
    
    /s/Peter V. LeighPeter V. LeighVice President of Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
 53




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##### Table of Contents



Exhibit Index
 ExhibitNumber
    
    Description*10.13
    
    Amended and Restated Shareholders Agreement dated
August 12, 2005, by and between the Registrant, Taiwan
Semiconductor Manufacturing Company and certain other
parties.31.1
    
    Certification of Chief Executive Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.32
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of Sarbanes-Oxley Act of
2002.
 
 *
    
    Portions of this agreement have been omitted pursuant to a request for
confidential treatment and the omitted portions have been filed separately with the
Securities and Exchange Commission.