UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 9, 2010
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
002-25577 (Commission File Number) |
95-2039518 (I.R.S. Employer Identification No.) |
| 15660 Dallas Parkway, Suite 850 | ||
| Dallas, Texas (Address of principal executive offices) |
75248 (Zip Code) |
(972) 385-2810
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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) |
| o | 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)) |
| Item 7.01. | Regulation FD Disclosure. |
On December 9, 2010, Diodes Incorporated issued a press release to update its guidance for the
fourth quarter of 2010. A copy of the press release is attached as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section. This information will not be incorporated by reference
into a filing under the Securities Act of 1933, or into another filing under the Exchange Act,
unless that filing expressly refers to specific information in this Form 8-K. The furnishing of the
information in this Item 7.01 is not intended to, and does not, constitute a representation that
such furnishing is required by Regulation FD or that the information in this Item 7.01 is material
information that is not otherwise publicly available.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 99.1 | Press release dated December 9, 2010 |
|||
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.
| Dated: December 10, 2010 | DIODES INCORPORATED |
|||
| By /s/ Richard D. White | ||||
| RICHARD D. WHITE | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
Diodes Incorporated Updates Fourth Quarter 2010 Guidance
Dallas, Texas — December 9, 2010 — Diodes Incorporated (Nasdaq: DIOD), a leading
global manufacturer and supplier of high-quality application specific standard products within the
broad discrete, logic and analog semiconductor markets, today updated its guidance for the fourth
quarter of 2010.
The Company is maintaining its revenue and gross margin guidance for the fourth quarter of 2010 as
it anticipates revenue to range between $160 million and $168 million, or between a decrease of 2
percent and an increase of 3 percent sequentially, and gross margin is expected to be comparable to
the third quarter of 2010 level of 37.4 percent. In addition, the Company is revising its guidance
for operating expenses and tax rate. The Company now expects operating expenses as a percent of
revenue to decrease 50 to 100 basis points from third quarter 2010 level versus its previous
guidance of comparable to third quarter 2010. Also, the Company now projects its fourth quarter tax
rate to be approximately 20 to 24 percent due to an operating expense improvement in higher tax
rate jurisdictions versus its previous guidance of 17 to 23 percent. Shares used to calculate GAAP
EPS for the fourth quarter are anticipated to be approximately 46.3 million, the same as the prior
guidance.
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic, and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’ products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. The Company’s corporate headquarters, logistics center, and Americas’ sales office are located in Dallas, Texas. Design, marketing, and engineering centers are located in Dallas; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. The Company’s wafer fabrication facilities are located in Kansas City, Missouri and Manchester, with two manufacturing facilities located in Shanghai, China, another in Neuhaus, and a joint venture facility located in Chengdu, China. Additional engineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; and Munich, Germany; with support offices located throughout the world. For further information, including SEC filings, visit the Company’s website at http://www.diodes.com.
Diodes Incorporated (Nasdaq: DIOD), a Standard and Poor’s SmallCap 600 and Russell 3000 Index company, is a leading global manufacturer and supplier of high-quality application specific standard products within the broad discrete, logic, and analog semiconductor markets. Diodes serves the consumer electronics, computing, communications, industrial, and automotive markets. Diodes’ products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors; power management devices, including LED drivers, DC-DC switching and linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. The Company’s corporate headquarters, logistics center, and Americas’ sales office are located in Dallas, Texas. Design, marketing, and engineering centers are located in Dallas; San Jose, California; Taipei, Taiwan; Manchester, England; and Neuhaus, Germany. The Company’s wafer fabrication facilities are located in Kansas City, Missouri and Manchester, with two manufacturing facilities located in Shanghai, China, another in Neuhaus, and a joint venture facility located in Chengdu, China. Additional engineering, sales, warehouse, and logistics offices are located in Taipei; Hong Kong; Manchester; and Munich, Germany; with support offices located throughout the world. For further information, including SEC filings, visit the Company’s website at http://www.diodes.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements
set forth above that are not historical facts are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those in the
forward-looking statements. Such statements include statements regarding our expectation that: the
Company is maintaining its revenue and gross margin guidance for the fourth quarter of 2010 as it
anticipates revenue to range between $160 million and $168 million, or between a decrease of 2
percent and an increase of 3 percent sequentially, and gross margin is expected to be comparable to
the third quarter of 2010 level of 37.4 percent; the Company is revising its guidance for operating
expenses and tax rate; the Company now expects operating expenses as a percent of revenue to
decrease 50 to 100 basis points from third quarter 2010 level versus its previous guidance of
comparable to third quarter 2010; the Company now projects its fourth quarter tax rate to be
approximately 20 to 24 percent due to an operating expense improvement in higher tax rate
jurisdictions versus its previous guidance of 17 to 23 percent; and shares used to calculate GAAP
EPS for the fourth quarter are anticipated to be approximately 46.3 million, the same as the prior
guidance. Potential risks and uncertainties include, but are not limited to, such factors as: we
may not be able to maintain our current growth strategy or continue to maintain our current
performance and loadings in our manufacturing facilities; risks of domestic and foreign operations;
unfavorable currency exchange rates;
our future guidance may be incorrect; the global economic weakness may be more severe or last
longer than we currently anticipated; and other information detailed from time to time in the
Company’s filings with the United States Securities and Exchange Commission.
Recent news releases, annual reports, and SEC filings are available at the Company’s website:
http://www.diodes.com. Written requests may be sent directly to the Company, or they may be
e-mailed to: diodes-fin@diodes.com.
# # #
Company Contact:
|
Investor Relations Contact: | |
Laura Mehrl
|
Shelton Group | |
Director, Investor Relations
|
Leanne K. Sievers | |
P: 972-385-2810
|
EVP, Investor Relations | |
E: laura_mehrl@diodes.com
|
P: 949-224-3874 | |
| E: lsievers@sheltongroup.com |