UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

July 17, 2015

 


 

OMNIVISION TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-29939

 

77-0401990

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

4275 Burton Drive

Santa Clara, California 95054

(Address of principal executive offices, including zip code)

 

(408) 567-3000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Section 8 — Other Events

 

Item 8.01. Other Events.

 

On July 17, 2015, OmniVision Technologies, Inc. (“OmniVision”) issued a press release announcing the resolution of a motion filed by the plaintiffs in In re OmniVision Technologies, Inc. Shareholder Litigation, No. 15-CV-280161. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Forward-Looking Statements

 

The matters discussed herein, including in any exhibits hereto, may contain forward-looking statements that are subject to risks and uncertainties. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties could cause such forward-looking statements and OmniVision’s actual results to differ materially. In evaluating these forward-looking statements, you should specifically consider various factors, including the factors listed in the “Risk Factors” section of OmniVision’s Annual Report on Form 10-K for the fiscal year ended April 30, 2015 and its most recent quarterly reports filed on Form 10-Q. These factors may cause OmniVision’s results to differ materially from any forward-looking statement. Forward-looking statements are only predictions and actual events or results may differ materially. OmniVision disclaims any obligation to update information contained in any forward-looking statement.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of OmniVision Technologies, Inc., dated July 17, 2015.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

OMNIVISION TECHNOLOGIES, INC.

 

 

 

 

By:

/s/ Henry Yang

 

 

Henry Yang

 

 

 

 

 

Chief Operating Officer

 

 

 

Date: July 17, 2015

 

 

 

3




Exhibit 99.1

 

GRAPHIC

 

OMNIVISION RECONFIRMS JULY 23 FOR SPECIAL MEETING OF SHAREHOLDERS

 

SANTA CLARA, Calif., — July 17, 2015 — OmniVision Technologies, Inc. (Nasdaq: OVTI) (“OmniVision”), a leading developer of advanced digital imaging solutions, today reconfirmed that the special meeting of OmniVision stockholders will be held on July 23, 2015.

 

As previously disclosed, OmniVision is a party to a number of putative class action lawsuits related to the merger of Seagull Acquisition Corporation with and into OmniVision (the “Merger”) pursuant to the Agreement and Plan of Merger, dated April 30, 2015, by and among OmniVision, Seagull International Limited and Seagull Acquisition Corporation (as may be amended from time to time) that have been filed in the Superior Court of the State of California, County of Santa Clara. Those actions were consolidated under the caption In re OmniVision Technologies, Inc. Shareholder Litigation, No. 15-CV-280161 (the “Litigation”) and are described in more detail in the Proxy Statement filed June 10, 2015 with the Securities and Exchange Commission. On July 1, 2015, plaintiffs filed a motion seeking to enjoin the Merger until the defendants in the Litigation take certain purported corrective actions. Thereafter, OmniVision voluntarily postponed the previously announced special meeting of OmniVision stockholders in order to provide additional time for court resolution of that motion. On July 16, 2015, the Court held a hearing on that motion. At the conclusion of the hearing, the Court denied, in its entirety, plaintiffs’ motion seeking to enjoin the Merger. As previously announced, the special meeting will be held on July 23, 2015.

 

About OmniVision

 

OmniVision Technologies, Inc. is a leading developer of advanced digital imaging solutions. Its CameraChip™ and CameraCubeChip™ products are highly integrated, single-chip CMOS image sensors for consumer and commercial applications, including mobile phones, tablets and entertainment devices, notebooks and webcams, security and surveillance systems, digital still and video cameras, automotive and medical imaging systems. Additional information is available at www.ovt.com.

 

Forward-Looking Statements

 

The matters discussed herein, including in any exhibits hereto, may contain forward-looking statements that are subject to risks and uncertainties. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “should,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties could cause such forward-looking statements and OmniVision’s actual results to differ materially. In evaluating these forward-looking statements, you should specifically consider various factors, including the factors listed in the “Risk Factors” section of OmniVision’s Annual Report on Form 10-K for the fiscal year ended April 30, 2015 and its most recent quarterly reports filed on Form 10-Q. These factors may cause OmniVision’s results to differ materially from any forward-looking statement. Forward-looking statements are only predictions and actual events or results may differ materially. OmniVision disclaims any obligation to update information contained in any forward-looking statement.

 

#   #   #

 

Contact Information

 

Investor Relations:

Mary McGowan

mary@blackburncommunication.com

 


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