UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
O2Micro International Limited
(Name of Issuer)
American Depositary Receipt
(Title of Class of Securities)
67107W100
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 67107W100
1. Names of Reporting Person
Sparta Asset Management, LLC
I.R.S. Identification Nos. of above persons: 26-0703880
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 2,790,219
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 3,348,869
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,348,869
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row (9)
9.14%
12. Type of Reporting Person
IA
Item 1. (a) Issuer: O2Micro International Limited
Address:
Grand Pavilion Commercial Centre, West Bay Road
P.O. Box 32331 SMB, George Town
Grand Cayman, Cayman Islands
Item 2. (a) Name of Person Filing:
Sparta Asset Management, LLC
(b) Address of Principal Business Offices:
One O'Hare Centre
6250 N. River Road, Suite 1000
Rosemont, IL 60018
United States
(c) Citizenship:
Please see Item 4 on each cover sheet for each Reporting Person.
(d) Title of Class of Securities
American Depositary Receipt
(e) CUSIP Number: 67107W100
Item 3. Sparta Asset Management, LLC is an investment adviser in
accordance with ss.240.13d-1(b)(1)(ii)(E).
Item 4. Ownership
Please see Items 5-9 and 11 on each cover sheet for each
Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 11, 2009
Sparta Asset Management, LLC
By: /s/ Ryan Carr
--------------------------
Name: Ryan Carr
Title: Chief Investment Officer
Managing Partner