OVTI (MM)

As filed with the Securities and Exchange Commission on April 23, 2015

Registration No. 333-    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

OMNIVISION TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

4275 Burton Drive

Santa Clara, California 95054

(Address of Principal Executive Offices)

2007 Equity Incentive Plan

(Full Title of the Plans)

Shaw Hong

Chief Executive Officer

OmniVision Technologies, Inc.

4275 Burton Drive

Santa Clara, California 95054

(408) 567-3000

(Name, address , including zip code, and telephone number, including area code, of agent for service)

Copies to:

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE

(1)         Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the 2007 Equity Incentive Plan (the “2007 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of OmniVision Technologies, Inc. common stock.

(2)         Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and the low selling prices per share of the Registrant’s common stock as reported on the NASDAQ Global Market on April 17, 2015, which is within five (5) business days prior to the date of this Registration Statement.

OMNIVISION TECHNOLOGIES, INC.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 registers additional shares of common stock of OmniVision Technologies, Inc. (the “Company” or the “Registrant”) to be issued pursuant to the Company’s 2007 Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on November 23, 2007 (File No. 333-147607), November 6, 2009 (File No. 333-162969) and April 22, 2014 (File No. 333-195432) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents and information previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

(a)                                 The Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014, filed with the Commission on June 30, 2014 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b)                                 The Company’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2014, filed with the Commission on September 5, 2014 pursuant to Section 13(a) of the Exchange Act.

(c)                                  The Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2014, filed with the Commission on December 8, 2014 pursuant to Section 13(a) of the Exchange Act.

(d)                                 The Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2015, filed with the Commission on March 6, 2015 pursuant to Section 13(a) of the Exchange Act.

(e)                                  The Company’s Current Report on Form 8-K filed with the Commission on July 29, 2014 pursuant to Section 13 of the Exchange Act.

(f)                                   The Company’s Current Report on Form 8-K filed with the Commission on August 18, 2014 pursuant to Section 13 of the Exchange Act.

(g)                                  The Company’s Current Report on Form 8-K filed with the Commission on August 28, 2014 pursuant to Section 13 of the Exchange Act.

(h)                                 The Company’s Current Report on Form 8-K filed with the Commission on September 29, 2014 pursuant to Section 13 of the Exchange Act.

(i)                                     The Company’s Current Report on Form 8-K filed with the Commission on November 25, 2014 pursuant to Section 13 of the Exchange Act.

(j)                                    The Company’s Current Report on Form 8-K filed with the Commission on February 26, 2015 pursuant to Section 13 of the Exchange Act.

(k)                                 The description of the Company’s common stock contained in the Company’s Registration Statement No. 000-29939 on Form 8-A filed with the Commission on September 12, 2001, pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents and in agreements between the corporation and its directors and officers provisions expanding the scope of indemnification beyond that specifically provided by the current law. Section 145 also provides that a corporation has the power to maintain insurance on behalf of its officers and directors against any liability asserted against such person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 145.

The Company’s Restated Certificate of Incorporation provides for the indemnification of the Company’s officers and directors to the fullest extent permitted under Delaware law.

The Company enters into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the Company’s Restated Certificate of Incorporation, and the Company intends to enter into indemnification agreements with any new directors and executive officers in the future.

In addition, subject to the limits set forth in such policies, the directors and officers of the Company are insured under polices of insurance maintained by the Registrant against certain losses arising from any claims made against them by reason of their being or having been a director or an officer of the Company.

Item 8.  Exhibits.

#           Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on October 2, 2013.

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Item 9. Undertakings.

A.            The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B.            The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C.            Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 23rd of April, 2015.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Shaw Hong and Anson Chan as his attorney-in-fact, each with full power of substitution and resubstitution, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

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INDEX TO EXHIBITS

#           Incorporated by reference to exhibits filed with the Registrant’s Current Report on Form 8-K filed with the Commission on October 2, 2013.

Exhibit 5.1

April 23, 2015

OmniVision Technologies, Inc.

4275 Burton Drive

Santa Clara, California 95054

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about April 23, 2015, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 7,200,000 shares of your Common Stock (the “Shares”) all of which are reserved for issuance under your 2007 Equity Incentive Plan (the “Equity Incentive Plan”)

As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares.  It is our opinion that the Shares, when issued and sold in the manner referred to in the Equity Incentive Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and any amendments thereto.

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 30, 2014 relating to the consolidated financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in OmniVision Technologies, Inc.’s Annual Report on Form 10-K for the year ended April 30, 2014.

/s/PricewaterhouseCoopers LLP

San Jose, California
April 23, 2015