- Report of Foreign Issuer (6-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2012

Commission File Number: 001-34225

VIMICRO INTERNATIONAL CORPORATION

15/F Shining Tower

No. 35 Xueyuan Road, Haidian District

Beijing 100191, People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

This Form 6-K is being incorporated by reference into the registrant’s Registration Statement on Form S-3 (File No. 333-166948), filed with the Securities and Exchange Commission on May 19, 2010.

First-Quarter 2012 Results

Vimicro International Corporation (“Vimicro” or the “Company”) reports its unaudited financial results for the first quarter ended March 31, 2012.

Net revenue in the first quarter of 2012 was $11.6 million, as compared to net revenue from continuing operations of $12.1 million in the first quarter and $16.4 million in the fourth quarter, both of 2011. (Results for 2011 have been adjusted for continuing operations to reflect the divestiture of the mobile-phone multimedia processor business, which was completed in the fourth quarter of 2011.) The 4.1% year-over-year revenue decrease was due to lower revenues in the PC/notebook business due to product mix, slightly offset by modestly higher revenues in the surveillance business year over year.

Gross profit in the first quarter was $3.5 million, as compared with $4.1 million in the year-ago quarter. The gross margin in the first quarter was 30.6%, compared with 33.6% in the year-ago quarter, owing to price declines in both segments.

Operating expenses in the first quarter of 2012 were $9.0 million, as compared to $10.7 million in the year-ago quarter. Operating expenses decreased year-over-year due to the Company’s cost-reduction program. The non-GAAP net loss attributable to Vimicro International Corporation, was $3.5 million, or approximately $0.10 per ADS, as compared to a loss attributable to Vimicro of $2.4 million, or $0.07 per ADS from continuing operations in the year-ago quarter.

As of March 31, 2012, the Company had cash and cash equivalents of approximately $24.8 million, held-to-maturity securities of $13.3 million, and restricted cash of $8.6 million, totaling $46.7 million. Total current assets were approximately $95.6 million, and Vimicro had working capital of approximately $65.8 million and $1.1 million of notes payable and $4.8 million of long-term bank loans on its balance sheet, as of March 31, 2012.

Summary of Full-Year and Fourth-Quarter 2011 Results

Total net revenue in the fourth quarter of 2011, including continuing and discontinued operations, was $22.0 million.

Results for 2010 and 2011 have been adjusted for continuing operations to reflect the divestiture of the mobile-phone multimedia processor business, which was completed in the fourth quarter. Revenues for full-year 2011 from continuing operations were $63.7 million, as compared to $76.5 million in 2010. Although our surveillance business grew more than 100% in 2011 with revenue increased from $7.8 million to $16.8 million, due to weak economic environment worldwide and the corresponding decreases in our PC camera business, our revenue for 2011 declined by 16.7%.

The loss attributable to Vimicro from continuing operations in 2011 was $15.6 million or $0.43 per ADS, of which $6.6 million was related with asset impairment charges or approximately $0.18 per ADS.

Non-GAAP Measures

To supplement the consolidated financial statements presented in accordance with GAAP, Vimicro uses non-GAAP measures of non-GAAP (loss)/income from operations, non-GAAP net (loss)/income attributed to Vimicro International Corporation and non-GAAP diluted net (loss)/income per ADS, which are adjusted from the most directly comparable financial measures calculated and presented in accordance with GAAP to exclude amortization of share-based compensation expenses, inventory reserves related to divested assets and discontinued operations. These non-GAAP financial measures are provided to enhance investors’ overall understanding of the company’s financial performance as they exclude share-based expenses that are not expected to result in future cash payments. The non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. A limitation of using these non-GAAP financial measures is that these non-GAAP measures exclude share-based compensation charges that have been and will continue to be significant recurring expenses in our business for the foreseeable future. We compensate for these limitations by providing the relevant disclosure of our share-based compensation charges in our reconciliations to the GAAP measures. For more information on the non-GAAP financial measures, please see the tables captioned “Reconciliation of non- GAAP results of operations measures to the nearest comparable GAAP measures” set forth at the end of this release.

Vimicro believes that both management and investors benefit from referring to these non-GAAP measures in assessing the performance of Vimicro’s liquidity and when planning and forecasting future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to Vimicro’s historical liquidity. Vimicro computes its non-GAAP financial measures using the same consistent method from quarter to quarter. The accompanying tables have more details on the GAAP financial measures that are most comparable to non-GAAP financial measures and the related reconciliations between financial measures.

Currency Translation

This announcement contains translations of certain RMB amounts into U.S. dollars. Unless otherwise noted, all translations from RMB to U.S. dollars are based on the applicable exchange rates quoted by the Bank of China which was RMB 6.3009 to $1.00 on December 31, 2011, and RMB 6.2943 to $1.00 on March 31, 2012.

Vimicro International Corporation

Consolidated Balance Sheets

(Amounts expressed in thousands of U.S. dollars,

except number of share data)


	3/31/2012 (unaudited)		12/31/2011 (audited)		12/31/2010 (audited)
Assets

Current assets:
Cash and cash equivalents		24,800		49,227		69,491
Short-term time deposits		—		—		12,380
Held-to-maturity securities		13,345		—		—
Restricted cash		8,598		3,520		4,958
Marketable equity securities		—		—		1,436
Accounts and notes receivable, net of provision for doubtful accounts of $418,$1,822 and $2,069 as of December 31, 2010, December 31, 2011 and March 31, 2012, respectively		17,138		17,895		18,647
Amounts due from related party		5,799		4,831		10,465
Inventories		20,748		18,734		13,751
Prepayments and other current assets, net of provision for doubtful accounts of $18, $162 and $181 as of December 31, 2010, December 31, 2011 and March 31, 2012, respectively		4,861		4,057		4,191
Deferred tax assets		356		356		2
Total current assets		95,645		98,620		135,321
Investment in an unconsolidated affiliate		1,515		1,520		87
Property, equipment and software, net		14,163		14,266		9,600
Land use rights		21,434		21,488		20,703
Intangible assets, net		—		—		2,929
Goodwill		—		—		2,082
Deferred tax assets-non current		112		112		—
Other assets		1,292		1,291		1,203
Total assets		134,161		137,297		171,925


Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable	8,606		9,280		7,378
Notes payable	1,064		1,013		30
Amounts due to related party	964		963		4,848
Taxes payable	1,370		1,209		1,001
Advances from customers	2,359		1,916		291
Accrued expenses and other current liabilities	7,206		8,333		7,613
Deferred government grant	8,254		5,910		4,550
Total current liabilities	29,823		28,624		25,711
Non-Current liabilities:
Deferred tax liabilities	33		33		40
Product warranty	328		300		142
Long-term bank loan	4,763		—		—
Total liabilities	34,947		28,957		25,893


Commitments and contingencies

Shareholders’ equity:
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 147,135,996, 139,953,296 and 127,743,748 shares issued and outstanding as of December 31, 2010, December 31, 2011 and March 31, 2012, respectively	15		15		15
Additional paid-in capital	159,059		158,879		156,415
Treasury stock	(10,309	)	(6,490	)	(3,836	)
Accumulated other comprehensive income	12,865		12,850		12,383
Accumulated deficit	(86,306	)	(82,630	)	(54,430	)
Statutory reserve	2,782		2,782		2,782
Total shareholders’ equity attributable to Vimicro International Corporation	78,106		85,406		113,329

Non-controlling interest	21,108		22,934		32,703
Total shareholders’ equity	99,214		108,340		146,032


Total liabilities and shareholders’ equity	134,161		137,297		171,925

Vimicro International Corporation

Consolidated Statement Of

Operations And Comprehensive Loss

(Amounts expressed in thousands of

U.S. dollars, except number of

shares and per share data)


	2012 Q1			2011 Q4			2011 Q3			2011 Q1			2010 Q4			FY2011			FY2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)			(audited)

Net revenue		11,570			16,427			20,917			12,112			21,325			63,656			76,459

Cost of revenue		(8,027	)		(10,784	)		(14,665	)		(8,046	)		(15,357	)		(42,932	)		(51,117	)

Gross profit		3,543			5,643			6,252			4,066			5,968			20,724			25,342

Operating expenses:
Research and development, net		(3,482	)		(5,097	)		(5,722	)		(4,831	)		(5,051	)		(21,326	)		(19,641	)
Selling and marketing		(2,476	)		(2,894	)		(3,445	)		(2,816	)		(1,993	)		(12,836	)		(6,221	)
General and administrative		(3,041	)		(3,727	)		(3,009	)		(3,046	)		(3,130	)		(12,735	)		(9,491	)
Assets impairment		—			(6,599	)		—			—			—			(6,599	)		—
Total operating expenses		(8,999	)		(18,317	)		(12,176	)		(10,693	)		(10,174	)		(53,496	)		(35,353	)
Loss from operations		(5,456	)		(12,674	)		(5,924	)		(6,627	)		(4,206	)		(32,772	)		(10,011	)

Other income:
Interest income		90			111			210			187			220			673			1,071
Foreign exchange gain, net		36			340			617			274			259			1,678			634
Gain on disposal of marketable equity securities		—			—			—			885			367			1,517			367
Others, net		1			473			9			4			94			501			466

Loss before income taxes and share of profit of an unconsolidated affiliate		(5,329	)		(11,750	)		(5,088	)		(5,277	)		(3,266	)		(28,403	)		(7,473	)

Income taxes benefit (expense) / benefit		(194	)		877			37			—			849			861			(750	)

Net loss before share of profit of an unconsolidated affiliate		(5,523	)		(10,873	)		(5,051	)		(5,277	)		(2,417	)		(27,542	)		(8,223	)



Net loss from continuing operations	(5,523	)	(10,873	)	(5,051	)	(5,277	)	(2,417	)	(27,542	)	(8,223	)

Loss from discontinued operations, net of income tax	—		(5,430	)	(2,311	)	(2,605	)	(5,876	)	(12,576	)	(16,884	)

Net loss	(5,523	)	(16,303	)	(7,362	)	(7,882	)	(8,293	)	(40,118	)	(25,107	)

Loss attributable to non-controlling interest	(1,847	)	(5,629	)	(2,096	)	(1,925	)	(2,110	)	(11,918	)	(6,463	)

Loss attributed to Vimicro International Corporation	(3,676	)	(10,674	)	(5,266	)	(5,957	)	(6,183	)	(28,200	)	(18,644	)

Other comprehensive income:
Foreign currency translation adjustment	36		920		1,176		346		942		3,309		2,535
Unrealized (loss)/gain on marketable equity securities	—		(401	)	—		(417	)	257		(1,368	)	913

Comprehensive loss	(5,487	)	(15,784	)	(6,186	)	(7,953	)	(7,094	)	(38,177	)	(21,659	)
Comprehensive loss attributable to non-controlling interest	(1,826	)	(5,406	)	(1,571	)	(1,601	)	(1,720	)	(10,444	)	(5,431	)
Comprehensive loss attributable to Vimicro International Corporation	(3,661	)	(10,378	)	(4,615	)	(6,352	)	(5,374	)	(27,733	)	(16,228	)

Loss per share - basic and diluted
continuing operations	(0.03	)	(0.04	)	(0.02	)	(0.02	)	(0.00	)	(0.10	)	(0.02	)
discontinued operations	0.00		(0.04	)	(0.02	)	(0.02	)	(0.04	)	(0.09	)	(0.11	)
Loss per share - basic and diluted	(0.03	)	(0.08	)	(0.04	)	(0.04	)	(0.04	)	(0.19	)	(0.13	)

Loss per ADS Basic and Diluted
continuing operations	(0.11	)	(0.15	)	(0.08	)	(0.09	)	(0.01	)	(0.43	)	(0.04	)
discontinued operations	0.00		(0.16	)	(0.06	)	(0.07	)	(0.16	)	(0.35	)	(0.46	)
Loss per ADS - basic and diluted	(0.11	)	(0.31	)	(0.14	)	(0.16	)	(0.17	)	(0.78	)	(0.50	)

Weighted average number of ordinary shares outstanding
Basic and Diluted	134,898,768		140,005,158		146,852,718		146,812,413		147,977,60-		145,123,889		147,815,985


Weighted average number of ADS outstanding
Basic and Diluted	33,724,692		35,001,289		36,713,179		36,703,103		36,994,400		36,280,972		36,953,996

Components of share-based compensation expenses are included in the following expense captions:
R&D	(83	)	(93	)	(165	)	(327	)	(461	)	(782	)	(1,918	)
S&M	(20	)	(14	)	(15	)	(24	)	(39	)	(80	)	(190	)
G&A	(77	)	(76	)	(450	)	(559	)	(384	)	(1,559	)	(1,955	)
Total	(180	)	(183	)	(630	)	(910	)	(884	)	(2,421	)	(4,063	)

Reconciliations of non-GAAP results of operations measures to the nearest comparable GAAP measures (*)

(Amounts expressed in thousands of U.S. dollars, except number of shares and per share data, unaudited)

Three months ended

March 31,

2012

Three months ended

December 31,

2011

Three months ended

September 30,

2011

Three months ended

March 31,

2011

GAAP
Result

Adjustment

Non-GAAP
Results

GAAP
Result

Adjustment

Non-GAAP
Results

GAAP
Result

Adjustment

Non-GAAP
Results

GAAP
Result

Adjustment

Non-GAAP
Results

Loss from operations

(5,456

)

180

(5,276

)

(12,674

)

183

(12,491

)

(5,924

)

630

(5,294

)

(6,627

)

910

(5,717

)

Loss attributed to Vimicro International Corporation

(3,676

)

180

(3,496

)

(10,674

)

183

(10,491

)

(5,266

)

630

(4,636

)

(5,957

)

910

(5,047

)

Loss from continuing operations per ADS(**)

(0.11

)

0.01

(0.10

)

(0.15

)

0.01

(0.14

)

(0.08

)

0.02

(0.06

)

(0.09

)

0.02

(0.07

)

Three months ended

December 31,

2010

Twelve months ended

December 31,

2011

Twelve months ended

December 31,

2010

GAAP
Result

Adjustment

Non-GAAP
Results

GAAP
Result

Adjustment

Non-GAAP
Results

GAAP
Result

Adjustment

Non-GAAP
Results

Loss from operations

(4,206

)

884

(3,322

)

(32,772

)

2,421

(30,351

)

(10,011

)

4,063

(5,948

)

Loss attributed to Vimicro International Corporation

(6,183

)

884

(5,299

)

(28,200

)

2,421

(25,779

)

(18,644

)

4,063

(14,581

)

Loss from continuing operations per
ADS(**)

(0.01

)

0.02

0.01

(0.43

)

0.07

(0.36

)

(0.04

)

0.11

0.07

(*)

The adjustment is to exclude non-cash share-based compensation for employees and non-employees.

(**)

Loss per ADS refers to continuing operations

SIGNATURE

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, thereunto duly authorized.