DIODES INCORPORATED
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 2002
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING (THE "MEETING")
OF THE STOCKHOLDERS OF DIODES INCORPORATED (THE "COMPANY") WILL BE HELD AT THE
RENAISSANCE HOTEL, 30100 AGOURA ROAD, AGOURA HILLS, CALIFORNIA 91301, ON MONDAY,
JUNE 10, 2002 AT 10:00 A.M. (CALIFORNIA TIME) FOR THE FOLLOWING PURPOSES:
TO ACT ON:
1. ELECTION OF DIRECTORS. To elect seven persons to the Board of Directors of
the Company, each to serve until the next annual meeting of stockholders
and until their successors have been elected and qualified. The Board of
Directors' nominees are: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, M.K.
Lu, Shing Mao, Raymond Soong and John M. Stich.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify the
appointment of Moss Adams LLP as the Company's independent certified public
accountants for the year ended December 31, 2002.
3. OTHER BUSINESS. To transact such other business as properly may come before
the Meeting or any adjournment thereof.
Only persons who are stockholders of record (the
"Stockholders") at the close of business on April 26, 2002 are entitled to
notice of and to vote in person or by proxy at the Meeting or any adjournment
thereof.
The Proxy Statement, which accompanies this Notice, contains
additional information regarding the proposals to be considered at the Meeting,
and Stockholders are encouraged to read it in its entirety.
As set forth in the enclosed Proxy Statement, proxies are
being solicited by and on behalf of the Board of Directors of the Company. All
proposals set forth above are proposals of the Company. It is expected that
these materials first will be mailed to Stockholders on or about April 29, 2002.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
TO BE SURE THAT YOUR SHARES ARE VOTED. YOUR VOTE IS IMPORTANT, WHETHER YOU OWN A
FEW SHARES OR MANY. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND
VOTE YOUR SHARES IN PERSON. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS
EXERCISE.
Dated at Westlake Village, California, this twenty-sixth day
of April, 2002.
By Order of the Board of Directors,
DIODES INCORPORATED
/S/ CARL WERTZ
Carl Wertz,
Secretary
DIODES INCORPORATED
3050 EAST HILLCREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91362
(805) 446-4800
PROXY STATEMENT
ANNUAL MEETING: JUNE 10, 2002
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board of Directors") of
Diodes Incorporated (the "Company") for use at the annual meeting (the Meeting")
of the stockholders of the Company to be held on Monday, June 10, 2002, at the
Renaissance Hotel, 30100 Agoura Road, Agoura Hills, California 91301, at 10:00
a.m. (California time) and at any adjournment or postponement thereof. C.H. Chen
and Carl Wertz, the designated proxyholders (the "Proxyholders"), are members of
the Company's management. Only stockholders of record (the "Stockholders") on
April 26, 2002 (the "Record Date") are entitled to notice of and to vote in
person or by proxy at the Meeting or any adjournment or postponement thereof.
This Proxy Statement and the enclosed proxy card (the "Proxy") first will be
mailed to Stockholders on or about April 29, 2002.
MATTERS TO BE CONSIDERED
The matters to be considered and voted upon at the Meeting
will be:
1. ELECTION OF DIRECTORS. To elect seven persons to the Board of Directors of
the Company, each to serve until the next annual meeting of stockholders
and until their successors have been elected and qualified. The Board of
Directors' nominees are: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, M.K.
Lu, Shing Mao, Raymond Soong and John M. Stich.
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify the
appointment of Moss Adams LLP as the Company's independent certified public
accountants for the year ended December 31, 2002.
3. OTHER BUSINESS. To transact such other business as properly may come before
the Meeting or any adjournment thereof.
COST OF SOLICITATION OF PROXIES
This Proxy solicitation is made by the Board of Directors of
the Company, and the Company will bear the costs of this solicitation, including
the expense of preparing, assembling, printing and mailing this Proxy Statement
and any other material used in this solicitation of Proxies. This solicitation
of Proxies will be made by mail and may be supplemented by telephone or other
personal contact to be made without special compensation by regular officers and
employees of the Company. If it should appear desirable to do so to ensure
adequate representation at the Meeting, officers and regular employees may
communicate with Stockholders, banks, brokerage houses, custodians, nominees and
others, by telephone, facsimile transmissions, telegraph, or in person to
request that Proxies be furnished. The Company will reimburse banks, brokerage
houses, and other custodians, nominees and fiduciaries, for their reasonable
expenses in forwarding proxy materials to their principals. The total estimated
cost for the printing and solicitation of Proxies is $10,000.
2
OUTSTANDING SECURITIES AND VOTING RIGHTS; REVOCABILITY OF PROXIES
The authorized capital of the Company consists of (i)
30,000,000 shares of common stock ("Common Stock"), $0.66-2/3 par value, of
which 8,174,992 shares were issued and outstanding on the Record Date (with an
additional 1,075,672 shares held as treasury stock) and (ii) 1,000,000 shares of
Class A Preferred Stock, $1.00 par value ("Class A Preferred Stock"), none of
which were issued and outstanding on the Record Date. The Common Stock and the
Class A Preferred Stock are collectively referred to as the "Stock." A majority
of the outstanding shares of the Common Stock constitutes a quorum for the
conduct of business at the Meeting. Abstentions and "broker non-votes" (as
defined below) will be treated as shares present and entitled to vote for the
purpose of determining the presence of a quorum.
Each Stockholder is entitled to one vote, in person or by
proxy, for each share of Common Stock standing in his or her name on the books
of the Company as of the Record Date on any matter submitted to the
Stockholders, except that in connection with the election of directors, each
Stockholder has the right to cumulate votes, provided that the candidates' names
have been properly placed in nomination prior to commencement of voting and a
Stockholder has given notice prior to commencement of voting of his or her
intention to cumulate votes. If a Stockholder has given such notice, all
Stockholders may cumulate their votes for all nominated candidates. Cumulative
voting entitles a Stockholder to give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of shares of
Common Stock owned by such Stockholder, or to distribute such Stockholder's
votes on the same principle among as many candidates as the Stockholder shall
think fit. The candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected. Discretionary authority to
cumulate votes is hereby solicited by the Board of Directors and the return of
the Proxy shall grant such authority.
A Proxy for use at the Meeting is enclosed. The Proxy must be
signed and dated by you or your authorized representative or agent. Telegraphed,
cabled or telecopied Proxies are also valid. You may revoke a Proxy at any time
before it is exercised at the Meeting by submitting a written revocation to the
Secretary of the Company or a duly executed Proxy bearing a later date or by
voting in person at the Meeting.
Brokers holding Common Stock in "street name" which are
members of a stock exchange are required by the rules of the exchange to
transmit this Proxy Statement to the beneficial owner of the Common Stock and to
solicit voting instructions with respect to the matters submitted to the
Stockholders. In the event any such broker has not received instructions from
the beneficial owner by the date specified in the statement accompanying such
material, the broker may give or authorize the giving of a Proxy to vote such
Common Stock in his discretion as to the election of directors or the
appointment of independent auditors. Certain other proposals, however, are
non-discretionary, and brokers or nominees who have received no instructions
from their clients do not have discretion to vote on such proposals without
specific instructions from the beneficial owner. When a broker or nominee votes
a client's shares on some but not all proposals, the missing votes are referred
to as "broker non-votes." If you hold Common Stock in "street name" and you fail
to instruct your broker or nominee as to how to vote such Common Stock, your
broker or nominee may, in its discretion, vote such Common Stock "FOR" the
election of the Board of Director's nominees and "FOR" the appointment of Moss
Adams LLP as the Company's independent auditors.
Each proposal described herein, other than the election of
directors, requires the affirmative vote of a majority of the outstanding shares
of Common Stock present in person or represented by proxy and entitled to vote
at the Meeting. Abstentions with respect to any proposal submitted to the
Stockholders, other than the election of directors, will be included in the
number of votes cast on such proposal and, accordingly, will have the effect of
a vote "AGAINST" such proposal. However, broker non-votes with respect to a
proposal submitted to the Stockholders will not be included in the number of
shares counted as being present for the purposes of voting on such proposed and,
accordingly, have no effect on the approval of the proposal.
Unless revoked, the shares of Common Stock represented by
Proxies will be voted in accordance with the instructions given thereon. In the
absence of any instruction in the Proxy, your shares of Common Stock will be
voted "FOR" the election of the nominees for director set forth herein and "FOR"
the other proposals described herein.
Of the shares of Common Stock outstanding on the Record Date,
3,067,639 (or approximately 37.5%) (the "Shares") were held in the name of
Lite-On Semiconductor Corporation ("LSC"), formerly named Lite-On Power
Semiconductor ("LPSC"). See "General Information - Security Ownership of Certain
Beneficial Owners and Management" and "Proposal One - Election of Directors -
Certain Relationships and Related Transactions" for a discussion of the
relationship between LPSC, LSC and the Company. An additional 65,312 shares (or
approximately
3
0.8%) were owned by directors and executive officers of the
Company on the Record Date. LSC and each director and executive officer has
informed the Company that they will vote "FOR" the election of the nominees to
the Board of Directors identified herein, and "FOR" the appointment of Moss
Adams LLP as the Company's independent auditors.
Recently, the Securities and Exchange Commission (the "SEC")
amended its rule governing a company's ability to use discretionary proxy
authority with respect to stockholder proposals with were not submitted by the
stockholders in time to be included in the proxy statement. As a result of that
rule change, in the event a stockholder proposal was not submitted to the
Company prior to March 15, 2002, the enclosed Proxy will confer authority on the
Proxyholders to vote the shares in accordance with their best judgment and
discretion if the proposal is presented at the Meeting. As of the date hereof,
no stockholder proposal has been submitted to the Company, and management is not
aware of any other matters to be presented for action at the Meeting. However,
if any other matters properly come before the Meeting, the Proxies solicited
hereby will be voted by the Proxyholders in accordance with the recommendations
of the Board of Directors. Such authorization includes authority to appoint a
substitute nominee or nominees to the Board of Directors' nominees identified
herein where death, illness or other circumstances arise which prevent any such
nominee for directors from serving in such position and to vote such Proxy for
such substitute nominee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of
Common Stock as of the Record Date by (i) each person known to the Company to be
the beneficial owner of more than five percent of the outstanding shares of
Common Stock (other than depositories), (ii) each executive officer, director
and nominee for director of the Company, and (iii) all directors and executive
officers as a group:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER (1) OWNERSHIP (2) OF CLASS(3)
- ---------------------------------------- ------------- -----------
Lite-On Semiconductor Corporation ("LSC") 3,067,639 (4) 37.52%
Fidelity Management & Research Company ("FMR") 814,800 9.97%
Dimensional Fund Advisors, Inc. ("Dimensional Funds") 445,650 5.45%
Raymond Soong 365,000 (5) 4.27%
C.H. Chen 100,000 (5) 1.21%
Michael R. Giordano 92,625 (5)(6) 1.13%
Keh-Shew Lu -- *
M.K. Lu 60,000 (5) *
Shing Mao 126,000 (5) 1.52%
John M. Stich 11,000 (5)(7) *
Joseph Liu 282,000 (5) 3.34%
Mark King 145,749 (5) 1.75%
Carl Wertz 64,687 (5) *
Walter Buchanan -- *
All directors, nominees and executive officers as a group (11 persons) 1,247,061 (8) 13.33%
* Less than 1%.
(Footnotes continued on following page)
4
(Footnotes continued from previous page)
(1) The address of LSC is 9F. No. 233-2, Pao-Chiao Road, Hsin-Tien,
Taipei-hsien 23115, Taiwan, R.O.C. The address of the directors and
executive officers of the Company is 3050 East Hillcrest Drive,
Westlake Village, California 91362. The address of FMR is 82 Devonshire
Street, Boston, MA 02109-3614. The address of Dimensional Funds is 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401.
(2) The named stockholder has sole voting power and investment power with
respect to the shares listed, except as indicated and subject to
community property laws where applicable.
(3) Shares which the person (or group) has the right to acquire within 60
days after the Record Date are deemed to be outstanding in calculating
the beneficial ownership and the percentage ownership of the person (or
group) but are not deemed to be outstanding as to any other person or
group.
(4) LSC, which holds 3,067,639 shares of Common Stock, as the record
holder, is a public company listed on the Taiwan OTC and a member of
the Lite-On Group of companies. See "Proposal One - Election of
Directors - Certain Relationships and Related Transactions" for a
discussion of the relationship among LSC, the Company and certain
directors and executive officers of the Company.
(5) Includes the following shares of Common Stock, which the named
individual has the right to acquire within 60 days after the
Record Date by the exercise of vested stock options:
NAMED INDIVIDUAL SHARES
---------------- ------
Raymond Soong 365,000
C.H. Chen 100,000
Michael R. Giordano 52,500
M.K. Lu 60,000
Shing Mao 120,000
John M. Stich 10,000
Joseph Liu 267,000
Mark King 145,749
Carl Wertz 61,500
(6) Includes 1,500 shares of Common Stock held in the name of PaineWebber
Trust for the IRA of Mr. Giordano.
(7) Includes 1,000 shares of Common Stock held in a joint account with
Mr. Stich's spouse.
(8) Includes 1,181,749 shares which the directors and executive officers
have the right to acquire within 60 days after the Record Date, by the
exercise of vested stock options, but excludes an additional 217,000
shares which the directors and executive officers will have the right
to acquire upon the exercise of stock options, which options will
become exercisable in installments more than 60 days after the Record
Date.
PROPOSAL ONE - ELECTION OF DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's Bylaws provide that the number of directors
shall be determined from time to time by the Board of Directors, but may not be
less than five nor more than seventeen. Currently, the Board of Directors has
fixed the number of directors at seven. The Bylaws further provide for the
election of each director at each annual meeting of stockholders.
The persons named below have been nominated for election to
the Board of Directors to serve until the next annual meeting of stockholders
and until their successors have been elected and qualified. All nominees have
indicated their willingness to serve and, unless otherwise instructed, Proxies
will be voted in such a way as to elect as many of these nominees as possible
under applicable voting rules. In the event that any of the nominees should be
unable to serve as a director, it is intended that the Proxies will be voted for
the election of such substitute nominees, if any, as shall
5
be designated by the Board of Directors. The Board of Directors has no reason to
believe that any nominee will be unavailable.
None of the directors, nominees for director or executive
officers were selected pursuant to any arrangement or understanding, other than
with the directors and executive officers of the Company acting within their
capacity as such. There are no family relationships among directors or executive
officers of the Company as of the date hereof, and, except as set forth, as of
the date hereof, no directorships are held by any director in a company which
has a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the
requirements of Section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940. Officers serve
at the discretion of the Board of Directors.
The following table sets forth certain biographical
information concerning the nominees for director and the executive officers of
the Company as of the Record Date.
DIRECTOR
OFFICERS AND DIRECTORS AGE POSITION WITH THE COMPANY SINCE
- ---------------------- --- ------------------------- -----
Raymond Soong (1) 60 Chairman of the Board of Directors 1993
C.H. Chen (2) 59 President, Chief Executive Officer and Director 2000
Michael R. Giordano (3) 55 Director 1990
Keh-Shew Lu (4) 55 Director 2001
M.K. Lu (5) 53 Director 1995
Shing Mao (6) 66 Director 1990
John M. Stich (7) 60 Director 2000
Joseph Liu (8) 60 Vice President, Operations --
Mark King (9) 43 Vice President, Sales and Marketing --
Carl Wertz (10) 47 Chief Financial Officer, Secretary and Treasurer --
Walter Buchanan (11) 49 President, Diodes-FabTech --
(1) Mr. Soong has been the Chairman of the Board of Silitek Corporation
since 1990 and has been Chairman of the Board of LSC, formerly LPSC
since 1992. See "General Information - Security Ownership of Certain
Beneficial Owners and Management" and "Certain Relationships and
Related Transactions" for a discussion of the relationships among
Silitek, LPSC, LSC and the Company. Since 1996, Mr. Soong has also been
Chairman of the Board of FabTech, Inc. ("Diodes-FabTech" or "FabTech")
(formerly a subsidiary of LSC, acquired by the Company in December
2000). Mr. Soong is a graduate of the National Taipei Institute of
Technology's Electronic Engineering Department. After serving as a
senior engineer for RCA and as a chief engineer for Texas Instruments,
Inc. ("TI"), Mr. Soong, together with several of his coworkers, founded
Taiwan Lite-On Electronic Co. Ltd. ("Taiwan Lite-On") in 1975. Taiwan
Liton, which manufactures electronic components and subsystems, is an
affiliate of Silitek through common control, and its stock is listed on
the Taipei Stock Exchange. Mr. Soong is also Chairman of the Board of
Taiwan Lite-On and the Company's manufacturing subsidiary in Shanghai,
China ("Diodes-China").
(Footnotes continued on following page)
6
(Footnotes continued from previous page)
(2) Mr. Chen was appointed President and Chief Executive Officer of the
Company on March 30, 2000. From 1969 to 1990, Mr. Chen held various
positions at TI, most recently as Vice President of TI-Taiwan. In 1990,
he left TI to found Dyna Image Corporation (a public company listed on
the Taiwan OTC market), a Lite-On Group company and the world's leading
supplier of contact image sensors (CISs), which are key components in
fax machines and scanners. In December 2000, Dyna Image Corporation
merged with LPSC to form LSC. Mr. Chen is currently the Vice Chairman
of LSC, Chairman of the Company's Strategic Planning Committee, and a
director of Diodes-Taiwan and Diodes-FabTech.
(3) Mr. Giordano joined the investment-banking firm of PaineWebber
Incorporated as a Senior Vice President-Investment Consulting when
PaineWebber acquired his previous employer, Kidder Peabody and Co.,
Inc. In November 2000, PaineWebber, Inc. merged with UBS AG to form UBS
PaineWebber, Inc. Mr. Giordano advises corporations, foundations,
trusts, and municipal governments in investments and finance. Mr.
Giordano was with Kidder Peabody since 1979. Formerly a captain and
pilot in the United States Air Force, Mr. Giordano received his
Bachelor of Science degree in Aerospace Engineering from California
State Polytechnic University and his Masters degree in Business
Administration (Management and Finance) from the University of Utah.
Mr. Giordano also did post-graduate work in International Investments
at Babson College. Mr. Giordano was Chairman of the Board and Chief
Executive Officer of the Leo D. Fields Co. from 1980 to 1990, when GWC
Holdings acquired it. Mr. Giordano serves on the Board of Directors of
Professional Business Bank. Mr. Giordano is Chairman of the Company's
Audit Committee and the Compensation and Stock Options Committee, and
is a member of the Strategic Planning Committee.
(4) In 2001, Dr. Lu retired as Senior Vice President of TI and manager of
Worldwide Mixed-Signal Products--Semiconductor Group, in which position
he served since 1998. His responsibilities included all aspects of the
mixed-signal system and end-equipment businesses for TI worldwide,
including design, process and product development, manufacturing and
marketing. Dr. Lu's business areas included the mixed-signal portion of
TI's digital signal processing solutions, display solutions, and
mixed-signal wireless communications and RF. From 1996 to 1998, Dr. Lu
was manager of TI's worldwide memory business. In addition, he served
as President of TI Asia from 1994 until 1998, where he had
responsibility for all of TI's activities in Asia (excluding Japan).
Since beginning his career at TI in 1974, Dr. Lu has held a number of
technical and managerial positions within TI's Semiconductor Group,
including Vice President and division manager of the Linear Products
Division. Dr. Lu holds a bachelor's degree in engineering from the
National Cheng Kung University in Taiwan, and a master's degree and
doctorate in electrical engineering from Texas Tech University. Dr. Lu
is also a director of Resonext Communications, Inc., a privately held
emerging developer of Wireless Local Area Network semiconductor
products, and is a member of the Advisory Board to Southern Methodist
University's Asian Studies Program. Dr. Lu is a member of the Company's
Compensation and Stock Options Committee and Strategic Planning
Committee.
(5) Mr. Lu is currently President of LSC, to which he was re-appointed in
March 2000. In November 1998, Mr. Lu formed a new company, Actron
Technology Corporation, and is also acting President of this
manufacturer of pressfit diodes for the automotive market. From 1991 to
June 1998, Mr. Lu was President and a director of LPSC. From 1983 to
1990, Mr. Lu was General Manager/Vice President of Silitek. See
"General - Security Ownership of Certain Beneficial Owners and
Management" and "Certain Relationships and Related Transactions" for a
discussion of the relationship among Silitek, LPSC, LSC and the
Company. Since 1995, Mr. Lu has been a director of FabTech. Mr. Lu
earned his Bachelor's degree in Electrical Engineering at Tatung
Institute of Technology and is a Business Administration graduate of
the National Chengchi University. Mr. Lu is also a member of the
Chinese Management Association and the Chinese Association for
Advancement of Management, and is a director of Diodes-China.
(Footnotes continued on following page)
7
(Footnotes continued from previous page)
(6) In 2000, Dr. Mao retired as Chairman of the Board of Lite-On, Inc., a
California corporation located in Milpitas, California, and a wholly
owned subsidiary of Taiwan Lite-On, in which position he served since
1988. See "General Information - Security Ownership of Certain
Beneficial Owners and Management" and "Certain Relationships and
Related Transactions" for a discussion of the relationship among
Silitek, LSC and the Company. Since 1989, Dr. Mao has been a director
of Dyna Investment Co., Ltd. of Taiwan, a venture capital company. Dr.
Mao was a director of LSC from 1989 to 2000. Since 1996, Dr. Mao has
also been a director of FabTech. Before joining Lite-On, Dr. Mao served
in a variety of management positions with Raytheon Company for four
years, with TI for 11 years, and with UTL Corporation (later acquired
by Boeing Aircraft Company) for seven years. Dr. Mao earned his Ph.D.
degree in electrical engineering at Stanford University in 1963. Dr.
Mao is a member of the Company's Strategic Planning Committee and the
Compensation and Stock Options Committee.
(7) Mr. Stich is the President and Chief Executive Officer of The Asian
Network; a consulting company that specializes in assisting
high-technology companies to expand their business in Asia. Prior to
this position, Mr. Stich was the Chief Marketing Officer for TI in
Japan with responsibility for TI's sales and marketing in Japan from
1994 to 1999. Mr. Stich joined TI in 1964, and has served in various
management positions, including Marketing Manager for TI Asia in Tokyo
from 1970 to 1972, Marketing Director in Taiwan from 1978 to 1982,
Managing Director of TI-Hong Kong from 1982 to 1991, and Vice
President-Semiconductors for TI Asia from 1991 to 1994. Mr. Stich has
also been active in leading various industry associations, including
serving as Governor for the American Chamber of Commerce in Japan and
in Hong Kong, as Chairman of the Semiconductor Industry Association
(Japan Chapter), and as President of the Japan America Society of
Dallas/Fort Worth. Mr. Stich is also a member of the Advisory Board to
Southern Methodist University's Asian Studies Program. Mr. Stich is a
member of the Company's Audit Committee and the Strategic Planning
Committee.
(8) In May 1998, Mr. Liu was appointed President of Vishay/LPSC and Vice
President, Far East Operations for the Company, the former position in
which he served until March 2000, when Vishay agreed to sell its 65%
interest in the Vishay/LPSC joint venture to the Lite-On Group, the 35%
owner. Mr. Liu continues to serve as the Company's Vice-President,
Operations. Mr. Liu previously served as Vice President, Operations of
the Company from 1994 to 1998 and Chief Financial Officer, Secretary
and Treasurer from 1990 to 1998. Mr. Liu was also the Company's
Vice-President, Administration from 1990 to 1994. Prior to joining the
Company, Mr. Liu held various management positions with TI Dallas,
since 1971, including Planning Manager, Financial Planning Manager,
Treasury Manager, Cost Accounting Manager and General Accounting
Manager with TI Taiwan, Ltd. in Taipei; from 1981 to 1986 as Controller
with TI Asia in Singapore and Hong Kong; from 1986 to 1989 as Financial
Planning Manager, TI Latin America Division (for TI Argentina, TI
Brazil and TI Mexico) in Dallas; and from 1989 to 1990 as Chief
Coordinator of Strategic Business Systems for TI Asia Pacific Division
in Dallas. Mr. Liu is also President and a director of Diodes-China.
See "Certain Relationships and Related Transactions" for a discussion
of the relationship between Diodes-China and the Company.
(9) Mr. King, the Company's Vice President, Sales since 1991, was appointed
the Company's Vice President, Sales and Marketing in May 1998. Before
joining the Company, Mr. King served for nine years in various sales
management positions at Lite-On, Inc., a California corporation located
in Milpitas, California, and a manufacturer of optoelectronic products.
(10) Mr. Wertz, the Company's Controller since 1993, was appointed the
Company's Chief Financial Officer, Secretary and Treasurer in 1998.
Before joining the Company, Mr. Wertz served in various financial and
accounting positions, most recently as Controller of Westco Products, a
manufacturer and distributor of food products, headquartered in Pico
Rivera, California. Mr. Wertz, a licensed CPA, began his accounting
career with Deloitte & Touche LLP. Mr. Wertz is a director of
Diodes-China.
(Footnotes continued on following page)
8
(Footnotes continued from previous page)
(11) Mr. Buchanan has served as FabTech's President since its inception in
1996, and joined the Company when FabTech was acquired in December
2000. From 1991 to 1995, Mr. Buchanan was employed at Torex
International Incorporated, a manufacturer of silicon wafers and wafer
products located in Japan, where he served in various international
sales and marketing positions. Prior to this, Mr. Buchanan held
positions in process and product development for various semiconductor
companies, most notably Fairchild Semiconductor International, Inc. and
Siliconix, Inc. Mr. Buchanan holds several patents in semiconductor
technologies and has over 24 years of semiconductor industry
experience.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has a standing Audit Committee,
Compensation and Stock Options Committee, and a Strategic Planning Committee,
each of which consists of two or more directors who serve at the discretion of
the Board of Directors. The members of each Committee are as follows:
AUDIT COMMITTEE COMPENSATION AND STOCK OPTIONS COMMITTEE STRATEGIC PLANNING COMMITTEE
- --------------- ---------------------------------------- -----------------------------
Michael R. Giordano* Michael R. Giordano* C.H. Chen*
Dr. Leonard M. Silverman Dr. Leonard M. Silverman Michael. R. Giordano
John M. Stich Dr. Shing Mao Dr. Shing Mao
Dr. Keh-Shew Lu John M. Stich
* Chairman Dr. Keh-Shew Lu
The Audit Committee makes recommendations to the Board of
Directors regarding the engagement of the Company's independent auditors,
reviews the plan, scope and results of the audit, reviews with management the
Company's policies and procedures with respect to internal accounting and
financial controls and reviews changes in accounting policy and the scope of the
non-audit services which may be performed by the Company's independent auditors.
The Audit Committee also monitors policies to prohibit unethical, questionable
or illegal activities by the Company's employees. Dr. Silverman is not standing
for re-election.
The Compensation and Stock Options Committee makes
recommendations to the Board of Directors regarding compensation, benefits and
incentive arrangements for officers and other key employees of the Company
including awards under the Company's Incentive Bonus Plan. The Compensation and
Stock Options Committee also administers the Company's 1993 Incentive Stock
Option Plan ("1993 ISO Plan"), the 1993 Non-Qualified Stock Option Plan ("1993
NQO Plan"), the Incentive Bonus Plan, and the Company's 401(k) profit sharing
plan (the "401(k) Plan"), and the 2001 Omnibus Equity Incentive Plan. Dr.
Silverman is not standing for re-election.
The Strategic Planning Committee focuses on new product
development, marketing and research and development operations of the Company.
The Board of Directors held four meetings during calendar year
2001. The Compensation and Stock Options Committee held five meetings, the Audit
Committee held five meetings, and the Strategic Planning Committee held one
meeting during calendar year 2001. All of the persons who were directors of the
Company or members of committees were present for at least 75% of the meetings
during calendar year 2001.
9
EMPLOYEE BENEFITS PLANS
1993 ISO PLAN
The 1993 Incentive Stock Option Plan (the "1993 ISO Plan")
provides for the grant of incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase
up to 1,500,000 shares of the Company's Common Stock. Options granted under the
1993 ISO Plan are not transferable, except by will or the laws of descent or
distribution. A vested but unexercised option is normally exercisable for 90
days after termination of employment, other than by death or retirement. In the
event of death, unvested options are accelerated to maturity. An option granted
under the 1993 ISO Plan may not be priced at less than 100% of fair market value
on the date of grant and expires ten years from the date of grant. As of the
Record Date, 426,013 shares have been issued on the exercise of options granted,
994,392 shares were subject to outstanding options, and 79,595 shares were
available for issuance upon the grant of options under the 1993 ISO Plan.
1993 NQO PLAN
The 1993 Non-Qualified Stock Option Plan (the "1993 NQO Plan")
became effective on July 6, 1993. The 1993 NQO Plan provides for the grant of
options that do not qualify as incentive stock options under Section 422 of the
Code to purchase up to 1,500,000 shares of the Company's Common Stock. The
options may be exercised by the optionee during his or her lifetime or after his
or her death by those who have inherited by will or intestacy. A vested but
unexercised option is normally exercisable for 90 days after termination of
employment, other than by death or retirement. In the event of death, unvested
options are accelerated to maturity. The shares to be issued upon exercise of
options under the 1993 NQO Plan require a three-year vesting period. An option
granted under the 1993 NQO Plan may not be priced at less than 100% of fair
market value on the date of grant and expires ten years from the date of grant.
As of the Record Date, 451,500 shares have been issued on the exercise of
options granted, 1,051,500 shares were subject to outstanding options, and
15,800 shares were available for issuance upon the grant of options under the
1993 NQO Plan.
2001 OMNIBUS EQUITY INCENTIVE PLAN
GENERAL. In April 2001, the 2001 Omnibus Equity Incentive Plan
(the "2001 Incentive Plan") became effective. Under the 2001 Incentive Plan,
employees, non-employee directors and consultants of the Company and its
subsidiaries are eligible to receive shares of Common Stock of the Company or
other securities or benefits with a value derived from the value of the Common
Stock of the Company. The purpose of the 2001 Incentive Plan is to enable the
Company to attract, retain and motivate employees, non-employee directors and
consultants by providing for or increasing their proprietary interests in the
Company and, thereby, further align their interests with those of the Company's
stockholders.
The maximum number of shares of Common Stock that may be
issued pursuant to awards granted under the 2001 Incentive Plan may not exceed
the sum of (i) 1,000,000 shares and (ii) on each January 1, an additional number
of shares equal to 1% of the total number of shares of Common Stock outstanding
on the immediately preceding December 31; provided, however, that the maximum
number of shares of Common Stock that may be issued pursuant to incentive stock
options under the 2001 Incentive Plan may not exceed 2,000,000 shares.
As of the Record Date, no shares have been issued on the
exercise of options granted, 65,000 shares were subject to outstanding options,
and 1,027,277 shares were available for issuance upon the grant of options under
the 2001 Incentive Plan.
ADMINISTRATION. The 2001 Incentive Plan is administered by a
committee (the "Committee") of two or more directors appointed by the Board,
each of whom is an "outside director" within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"), and who otherwise
comply with the requirements of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Committee has full
and final authority to select the recipients of awards and to grant such awards.
Subject to the provisions of the 2001 Incentive Plan, the Committee has a wide
degree of flexibility in determining the terms and conditions of awards and the
number of shares to be issued pursuant thereto, including conditioning the
receipt or vesting of awards upon the achievement by the Company of specified
performance criteria. The expenses of administering the 2001 Incentive Plan are
borne by the Company.
10
TERMS OF AWARDS. The 2001 Incentive Plan authorizes the
Committee to enter into any type of arrangement with an eligible recipient that,
by its terms, involves or might involve the issuance of Common Stock or any
other security or benefit with a value derived from the value of Common Stock.
Awards are not restricted to any specified form or structure and may include,
without limitation, sales or bonuses of stock, restricted stock, stock options,
reload options, stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares. An award may consist of one such
security or benefit or two or more of them in tandem or in the alternative.
An award granted under the 2001 Incentive Plan may include a
provision accelerating the receipt of benefits upon the occurrence of specified
events, such as a change of control of the Company or a dissolution,
liquidation, merger, reclassification, sale of substantially all of the property
and assets of the Company or other significant corporate transactions. The
Committee may grant options that either are intended to be "incentive stock
options" as defined under Section 422 of the Code, or are not intended to be
incentive options ("non-qualified stock options"). Incentive stock options may
be granted only to employees.
No incentive stock option may be granted under the 2001
Incentive Plan to any person who, at the time of the grant, owns (or is deemed
to own) stock possessing more than 10% of the total combined voting power of the
Company or any affiliate of the Company, unless the option exercise price is at
least 110% of the fair market value of the stock subject to the option on the
date of the grant and the term of the option does not exceed five years from the
date of the grant. In addition, the aggregate fair market value, determined at
the time of the grant, of the shares of Common Stock with respect to which
incentive stock options are exercisable for the first time by an optionee during
any calendar year (under all such plans of the Company and its subsidiaries) may
not exceed $100,000. As a result of enactment of Section 162(m) of the Code, and
to provide the Committee flexibility in structuring awards, the 2001 Incentive
Plan states that in the case of stock options and stock appreciation rights, no
person may receive in any year a stock option to purchase more than 100,000
shares or a stock appreciation right measured by more than 100,000 shares.
If awards granted under the 2001 Incentive Plan expire, are
canceled or otherwise terminate without being exercised, the Common Stock not
purchased pursuant to the award again becomes available for issuance under the
2001 Incentive Plan. Awards may not be granted under the 2001 Incentive Plan on
or after the tenth anniversary of the adoption of the 2001 Incentive Plan.
PAYMENT OF EXERCISE PRICE. An award may permit the recipient
to pay all or part of the purchase price of the shares or other property
issuable pursuant thereto, or to pay all or part of such recipient's tax
withholding obligation with respect to such issuance, by (i) delivering
previously owned shares of capital stock of the Company or other property or
(ii) reducing the amount of shares or other property otherwise issuable pursuant
to the award or (iii) delivering a promissory note, the terms and conditions of
which will be determined by the Committee. The exercise price and any
withholding taxes are payable in cash by consultants and non-employee directors,
although the Committee at its discretion may permit such payment by delivery of
shares of Common Stock, or by delivery of broker instructions authorizing a loan
secured by the shares acquired upon exercise or payment of proceeds from the
sale of such shares.
AMENDMENT. Subject to limitations imposed by law, the Board
may amend or terminate the 2001 Incentive Plan at any time and in any manner.
However, no such amendment or termination may deprive the recipient of any award
previously granted under the 2001 Incentive Plan or any rights thereunder
without the recipient's consent.
SECTION 16(B). Pursuant to Section 16(b) of the Exchange Act,
directors, certain officers and ten percent shareholders of the Company are
generally liable to the Company for repayment of any "short-swing" profits
realized from any non-exempt purchase and sale of Common Stock occurring within
a six-month period. Rule 16b-3, promulgated under the Exchange Act, provides an
exemption from Section 16(b) liability for certain transactions by an officer or
director pursuant to an employee benefit plan that complies with such Rule.
Specifically, the grant of an option under an employee benefit plan that
complies with Rule 16b-3 will not be deemed a purchase of a security for
purposes of Section 16(b). The 2001 Incentive Plan is designed to comply with
Rule 16b-3.
TERM. Awards may not be granted under the 2001 Incentive Plan
on or after the tenth anniversary of the adoption of the 2001 Incentive Plan.
Although any ward that was duly granted on or prior to such date may thereafter
be exercised or settled in accordance with its terms, no shares of Common Stock
may be issued pursuant to any award on or after the twentieth anniversary of the
adoption of the 2001 Incentive Plan.
11
PERFORMANCE GOALS. The business criteria on which performance
goals are based under the 2001 Incentive Plan will be determined on a
case-by-case basis, except that with respect to stock options and stock
appreciation rights compensation is based on increases in the value of the
Common Stock after the date of grant of award. Similarly, the maximum amount of
compensation that could be paid to any participant or the formula used to
calculate the amount of compensation to be paid to the participant if a
performance goal is obtained will be determined on a case-by-case basis, except
that in the case of stock options the maximum possible compensation will be
calculated as the difference between the exercise price of the option and the
fair market value of the Common Stock on the date of option exercise, times the
maximum number of shares for which grants may be made to any participant.
ADJUSTMENTS. If there is any change in the stock subject to
the 2001 Incentive Plan or subject to any award made under the 2001 Incentive
Plan (through merger, consolidation, reorganization, re-capitalization, stock
dividend, dividend in kind, stock split, liquidating dividend, combination or
exchange of shares, change in corporate structure or otherwise), the 2001
Incentive Plan and shares outstanding thereunder will be appropriately adjusted
as to the class and the maximum number of shares subject to the 2001 Incentive
Plan and the class, number of shares and price per share of stock subject to
such outstanding options as determined by the Committee to be fair and equitable
to the holders, the Company and the shareholders. In addition, the Committee may
also make adjustments in the number of shares covered by, and the price or other
value of any outstanding awards under the 2001 Incentive Plan in the event of a
spin-off or other distribution (other than normal cash dividends) of Company
assets to shareholders.
INCENTIVE BONUS PLAN
The Company's Incentive Bonus Plan provides that the Board of
Directors may fix a dollar value to an employee bonus and determine to pay such
bonus in the form of shares of the Common Stock of the Company. The number of
shares to be awarded to the employee is determined by dividing the dollar amount
of the bonus by the fair market value of one share of Common Stock. The Board of
Directors may also elect to grant a number of shares of Common Stock to the
employee. As of the Record Date, 186,000 were available for issuance under the
Incentive Bonus Plan.
401(K) PLAN
The Company maintains a 401(k) profit sharing plan ("401(k)
Plan") for the benefit of qualified employees in North America. Employees who
participate may elect to make salary deferral contributions to the 401(k) Plan
up to 17% of the employees' eligible payroll, subject to annual Internal Revenue
Code maximum limitations. The Company makes a contribution of $1 for every $2
contributed by the participant, up to 6% of the participant's eligible payroll.
In addition, the Company may make a discretionary contribution to the entire
qualified employee pool, in accordance with the 401(k) Plan.
COMPENSATION OF DIRECTORS
Each director of the Company receives (i) a fee of $750 for
each meeting of the Board of Directors or committee meeting attended, and (ii) a
fee of $500 for each meeting in which such director participates by telephone.
The Board of Directors may modify such compensation in the future. Both employee
and non-employee directors are eligible to receive stock option grants.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under Section 16(a) of the Exchange Act, the Company's
directors, executive officers and any persons holding ten percent or more of the
Common Stock are required to report their ownership of Common Stock and any
changes in that ownership to the Securities and Exchange Commission (the "SEC")
and to furnish the Company with copies of such reports. Specific due dates for
these reports have been established and the Company is required to report any
failure to file on a timely basis by such persons. Based solely upon a review of
copies of reports filed with the SEC during the calendar year ended December 31,
2001, all reporting persons filed reports on a timely basis. To avoid the
inadvertent failure of directors and executive officers to timely file these
reports, the Company periodically advises such persons of their filing
obligations.
12
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth certain information concerning
compensation paid or accrued by the Company to its Chief Executive Officer and
to each of the other four most highly compensated executive officers (the "Named
Executives") for each of the fiscal years ended December 31, 1999, 2000 and
2001:
SUMMARY COMPENSATION TABLE
--------------------------
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND COMPENSATION STOCK OPTIONS/ SARS LTIP COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) (1) AWARDS ($) (#) PAYOUTS($) ($)
- ------------------ ---- ---------- --------- ------- ---------- --- ---------- ---
C.H. CHEN 2001 150,000 -- -- -- -- -- --
President and 2000 112,500 (2) 290,000 -- -- 150,000 -- --
Chief Executive
Officer
JOSEPH LIU 2001 160,000 -- 42,100 -- 12,000 -- --
Vice President, 2000 160,000 244,000 52,600 -- 108,000 -- --
Operations 1999 150,000 199,200 59,200 -- -- -- --
MARK KING 2001 160,000 -- 22,200 -- 12,000 -- --
Vice President, Sales 2000 160,000 244,000 -- -- 18,000 -- --
and Marketing 1999 150,000 199,200 37,700 -- -- -- --
CARL WERTZ 2001 120,000 -- 18,500 -- 9,000 -- --
Chief Financial 2000 120,000 176,200 30,000 -- 13,500 -- --
Officer, Secretary 1999 107,000 116,200 29,600 -- -- -- --
and Treasurer
WALTER BUCHANAN 2001 255,600 -- -- -- -- -- 150,000 (4)
President, 2000 21,845 (3) -- -- -- -- -- --
Diodes-FabTech
(1) Certain of the Company's executive officers receive personal benefits
in addition to salary and cash bonuses, including, but not limited to,
auto allowances, life insurance payable at the direction of the
employee, contributions under the Company's 401(k) Plan, and group
health insurance. This amount is reported only when the aggregate
amount of such personal benefits exceeds the lesser of $50,000 or 10%
of the total annual salary and bonus reported for the individual Named
Executive.
(2) Mr. Chen was appointed President and Chief Executive Officer of the
Company on March 30, 2000 at a base salary of $150,000 per year.
(3) Mr. Buchanan joined the Company in December 2000 as part of the
Company's acquisition of FabTech, Inc., under the terms of his
employment agreement. See "Employment Contracts."
(Footnotes continued on following page)
13
(Footnotes continued from previous page)
(4) Amounts paid in accordance with the terms of a management incentive
agreement as part of the FabTech acquisition. Any amounts paid by the
Company are reimbursed by LSC, the selling party.
STOCK OPTION GRANTS
The following table contains certain information concerning the grant
of stock options during the fiscal year ended December 31, 2001 to the Named
Executives:
OPTION/SAR GRANTS IN FISCAL YEAR 2001
- -------------------------------------------------------------------------------------------------- ---------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (1)
- -------------------------------------------------------------------------------------------------- ---------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS EXERCISE OR
OPTIONS/SARS GRANTED TO BASE PRICE EXPIRATION
NAME GRANTED (#) EMPLOYEES (%) ($/SH) DATE 5% ($) 10% ($)
JOSEPH LIU 12,000 7.6 8.32 7/30/11 62,789 159,119
MARK KING 12,000 7.6 8.32 7/30/11 62,789 159,119
CARL WERTZ 9,000 5.7 8.32 7/30/11 47,092 119,339
(1) The Potential Realizable Value is the product of (a) the difference
between (i) the product of the closing sale price per share at the date
of grant and the sum of (A) 1 plus (B) the assumed rate of appreciation
of the Common Stock compounded annually over the term of the option and
(ii) the per share exercise price of the option and (b) the number of
shares of Common Stock underlying the option at December 31, 2001.
These amounts represent certain assumed rates of appreciation only.
Actual gains, if any, on stock option exercises are dependent upon a
variety of factors, including market conditions and the price
performance of the Common Stock. No assurance can be made that the rate
of appreciation presented in this table can be achieved.
STOCK OPTION EXERCISES AND HOLDINGS
The following table contains certain information with respect
to the Named Executives concerning the exercise of options during the fiscal
year ended December 31, 2001 and unexercised options held by the Named
Executives as of December 31, 2001:
AGGREGATED OPTION / SAR EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR-END OPTION VALUES (1)
SHARES VALUE OF UNEXERCISED
ACQUIRED ON VALUE NUMBER OF UNEXERCISED "IN-THE-MONEY" OPTIONS/SARS
NAME EXERCISE (#) REALIZED ($) OPTIONS/SARS AT 12/31/01 (#) AT 12/31/01 ($) (2)
- ---- ------------ ------------ ---------------------------- -------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------ -------------- ------------ --------------
C.H. CHEN -- -- 50,000 100,000 -- --
JOSEPH LIU -- -- 261,000 24,000 444,750 --
MARK KING -- -- 139,749 24,000 258,000 --
CARL WERTZ -- -- 57,000 18,000 101,833 --
WALTER BUCHANAN -- -- -- -- -- --
(1) All stock options have been adjusted to account for the Company's
three-for-two stock split in July 2000.
(Footnotes continued on following page)
14
(Footnotes continued from previous page)
(2) The value of unexercised "in-the-money" options is the difference
between the closing sale price of the Company's Common Stock on
December 31, 2001 ($6.65 per share) and the exercise price of the
option, multiplied by the number of shares subject to the option.
EMPLOYMENT CONTRACTS
Mr. Buchanan joined the Company on December 1, 2000 as
President of Diodes-FabTech. Under the terms of an employment contract, Mr.
Buchanan is entitled to (i) an annual base salary of $262,140, (ii)
participation in the Company's stock option plans, (iii) benefits and vacation
leave as generally made available to similarly situated employees, and (iv) the
use of an automobile. As an at-will employment relationship, either the Company
or Mr. Buchanan may terminate the relationship for any reason, with or without
cause, on thirty days' prior written notice. If employment is terminated by the
Company without cause (as defined), Mr. Buchanan will be entitled to receive a
severance payment in the amount of six months' salary.
REPORT OF THE COMPENSATION AND STOCK OPTIONS COMMITTEE OF
THE BOARD OF DIRECTORS TO STOCKHOLDERS
The Report of the Compensation and Stock Options Committee of
the Board of Directors shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
REPORT OF THE COMPENSATION AND STOCK OPTIONS COMMITTEE
GENERAL
The Compensation and Stock Options Committee (the "Committee")
consists of four directors, Michael R. Giordano (Chairman), Dr. Shing Mao, Dr.
Leonard M. Silverman and Dr. Keh-Shew Lu who are not employees or former
employees of the Company. The Committee makes recommendations to the Board of
Directors regarding compensation, benefits and incentive arrangements for
officers and other key employees of the Company including awards under the
Company's Incentive Bonus Plan. The Committee also administers the Company's
1993 ISO Plan, the 1993 NQO Plan, the 2001 Omnibus Equity Incentive Plan, and
the Incentive Bonus Plan.
The Company's policy in compensating executive officers is to
establish methods and levels of compensation that will provide strong incentives
to promote the profitability and growth of the Company and reward superior
performance. Compensation of executive officers includes base salary,
performance-based incentive bonuses and stock-based programs. The Company's
general approach to compensating executive officers is to pay cash salaries
which are competitive with salaries paid to executives of other companies in the
Company's industry, which are of similar size and engaged in a similar line of
business. Salaries are established by the Committee based on the Committee's
subjective assessment of the executive's scope of responsibility, level of
experience, individual performance, and past and potential contribution to the
Company's business.
The Committee believes that the emphasis on performance-based
and stock-based compensation serves to align the interests of the executive
officers with the interests of the Company's stockholders. The Committee also
seeks to establish overall compensation levels that are sufficiently competitive
to attract, retain, and motivate highly competent management personnel. Base
salaries for Messrs. Chen, King, Liu and Wertz are paid in accordance with
subjective criteria set by the President and Chief Executive Officer of the
Company. Performance-based incentive bonuses are paid in accordance with
subjective criteria, which are based on specific financial performance results
against goals established prior to the start of the calendar year. In 2001, due
to the economic downturn, executive officers of the Company did not receive
bonuses.
15
COMPENSATION FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
Mr. C.H. Chen was appointed President, Chief Executive Officer, and a
director of the Company on March 30, 2000 at a base salary of $150,000 per year.
Mr. Chen also serves as the Vice Chairman of LSC, a Lite-On Group company (now
listed on the Taiwan OTC market), for which he is also compensated by LSC. Stock
options granted to Mr. Chen are based upon the Committee's subjective assessment
of the performance of Mr. Chen and the Company.
STOCK OPTIONS
The Committee believes that the interests of senior
management must be closely aligned with those of the
Company's stockholders. Stock options are granted to officers and selected
employees whose contributions and skills are important to the long-term success
of the Company. Stock options granted to executive officers to date have been
granted at no less than the fair market value of the Common Stock as of the date
of grant with a ten-year term. If employment is terminated, the option expires
90 days from the termination date. To encourage retention, the ability to
exercise options granted under the plans is subject to vesting restrictions. The
Committee's policy is to award an initial grant at the date of employment, which
vests over three years, and is in recognition of the executive officer's
potential contribution to the Company. The three-year vesting period may be
increased or decreased at the Committee's discretion. Decisions made by the
Committee regarding the timing and size of other option grants take into
consideration the Company's and the individual's performance, competitive market
practices, and the size and term of option grants made in prior years.
The Company's stock option plans have been amended
and approved by the stockholders so stock options that
have been awarded can qualify for exclusion under Section 162(m) of the Internal
Revenue Code of 1986 as performance-based compensation.
Dated: April 1, 2002
Compensation and Stock Options Committee of the Board of Directors
of Diodes Incorporated
Michael R. Giordano, Chairman
Dr. Shing Mao
Dr. Leonard M. Silverman
Dr. Keh-Shew Lu
COMPENSATION AND STOCK OPTIONS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Stock Options Committee consists of four
directors, Michael R. Giordano (Chairman), Dr. Shing Mao, Dr. Leonard M.
Silverman and Dr. Keh-Shew Lu. No person who served as a member of the Company's
Compensation and Stock Options Committee during the 2001 calendar year has ever
been an officer or employee of the Company or any of its subsidiaries.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO STOCKHOLDERS
The Report of the Audit Committee of the Board of Directors
shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
REPORT OF THE AUDIT COMMITTEE
The Board of Directors maintains an Audit Committee comprised of three
of the Company's directors, Michael R. Giordano (Chairman), Dr. Leonard M.
Silverman and John M. Stich. Each member of the Audit Committee meets the
independence and experience requirements of the Nasdaq Stock Market. The Audit
Committee assists the Board of Directors in monitoring the accounting, auditing
and financial reporting practices of the Company.
16
Management is responsible for the preparation of the Company's
financial statements and financial reporting process, including its system of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee:
o Reviewed and discussed with management the audited
financial statements contained in the Company's Annual
Report on Form 10-K for fiscal 2001; and
o Obtained from management their representation that the
Company's financial statements have been prepared in
accordance with accounting principles generally accepted
in the United States.
The independent auditors are responsible for performing an
audit of the Company's financial statements in accordance with the auditing
standards generally accepted in the United States and expressing an opinion on
whether the Company's financial statements present fairly, in all material
respects, the Company's financial position and results of operations for the
periods presented and conform with accounting principles generally accepted in
the United States. In fulfilling its oversight responsibilities, the Audit
Committee:
o Discussed with the independent auditors the matters
required to be discussed by Statement on Auditing
Standards No. 61, as amended ("Communication with Audit
Committees"); and
o Received and discussed with the independent auditors the
written disclosures and the letter from the independent
auditors required by Independent Standards Board Standard
No. 1 ("Independence Discussions with Audit Committees"),
and reviewed and discussed with the independent auditors
whether the rendering of the non-audit services provided
by them to the Company during fiscal 2001 was compatible
with their independence.
The Audit Committee operates under a written charter, which
was adopted by the Board of Directors and is assessed annually for adequacy by
the Audit Committee. The Audit Committee held five meetings during fiscal 2001.
In performing its functions, the Audit Committee acts only in
an oversight capacity. It is not the responsibility of the Audit Committee to
determine that the Company's financial statements are complete and accurate, are
presented in accordance with accounting principles generally accepted in the
United States or present fairly the results of operations of the Company for the
periods presented or that the Company maintains appropriate internal controls.
Nor is it the duty of the Audit Committee to determine that the audit of the
Company's financial statements has been carried out in accordance with generally
accepted auditing standards or that the Company's auditors are independent.
Based upon the reviews and discussions described above, and
the report of the independent auditors, the Audit Committee has recommended to
the Board of Directors, and the Board of Directors has approved, that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2001 for filing with the Securities
and Exchange Commission. The Audit Committee also has recommended, and the Board
of Directors also has approved, subject to stockholder ratification, the
selection of Moss Adams LLP as the Company's independent auditors for the fiscal
year ending December 31, 2002.
Dated: April 1, 2002
The Audit Committee of the Board of Directors of Diodes Incorporated,
Michael R. Giordano, Chairman
Dr. Leonard M. Silverman
John M. Stich
17
AUDIT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Audit Committee consists of three directors, Michael R.
Giordano, Dr. Leonard M. Silverman and John M. Stich. No person who served as a
member of the Company's Audit Committee during the 2001 calendar year has ever
been an officer or employee of the Company or any of its subsidiaries.
PERFORMANCE GRAPH
On June 19, 2000, the Company's Common Stock commenced trading
on the NASDAQ Stock Market, National Market System ("Nasdaq"), under the symbol
"DIOD." From November 10, 1966 to June 16, 2000, the Company's Common Stock
traded on the American Stock Exchange ("Amex"), under the symbol "DIO." Set
forth below is a line graph comparing the yearly percentage change in the
cumulative total stockholder return of the Company's Common Stock against the
cumulative total return of the Nasdaq Composite and the Nasdaq Industrial Index
for the five calendar years ending December 31, 2001. The graph is not
necessarily indicative of future price performance.
The graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act or under the Exchange Act, except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts.
TOTAL RETURN TO STOCKHOLDERS
(ASSUMES $100 INVESTMENT ON 12/31/96)
[CHART]
[OBJECT OMITTED]
TOTAL RETURN ANALYSIS (1) 1996 1997 1998 1999 2000 2001
DIODES INCORPORATED $ 100 $ 134.49 $68.97 $ 296.57 $214.75 $ 137.64
NASDAQ COMPOSITE INDEX 100 121.63 169.83 315.19 191.35 151.07
NASDAQ INDUSTRIAL INDEX 100 110.03 117.53 201.76 133.64 125.19
(1) The graph assumes $100 invested on December 31, 1996 in the Common
Stock of the Company, the stock of the companies in the Nasdaq
Composite Index and the Nasdaq Industrial Index, and that all dividends
received within a quarter, if any, were reinvested in that quarter.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 2000, Dyna Image Corporation (a Lite-On Group
company) merged with Lite-On Power Semiconductor Corporation ("LPSC"), the
Company's largest stockholder, to form Lite-On Semiconductor Corporation
("LSC"), a public company listed on the Taiwan OTC market.
LSC was the record owner of 37.5% of the Company's issued and
outstanding Common Stock, excluding treasury stock, at December 31, 2001 and at
the Record Date. In August 1997, the ownership of LSC was transferred to
Vishay/LPSC, a joint venture between the Lite-On Group (a Taiwanese consortium
of manufacturers of power semiconductors, computer peripherals and communication
products) and Vishay Intertechnology ("Vishay"). In March 2000, Vishay agreed to
sell its 65% interest in the Vishay/LPSC joint venture back to the Lite-On
Group, the 35% owner.
For the year ended December 31, 2001, approximately 15.2%, of
the Company's sales were from discrete semiconductor products purchased from
LSC, making LSC the Company's largest outside vendor. These products, which were
also available generally from other sources, were negotiated at prices
competitive with those charged by other vendors of similar products in similar
quantities. There are no special or exclusive trading agreements or
understandings between the Company and LSC, other than the Company's marketing
agreement with LSC and Diodes-FabTech's volume purchase agreement with LSC, both
of which have been filed with the Securities and Exchange Commission. Also in
2001, the Company sold silicon wafers to LSC totaling approximately 7.7% of the
Company's sales, making LSC the Company's largest customer.
Acquired by the Company from LSC on December 1, 2000,
FabTech's wafer foundry is located in Lee's Summit, Missouri. FabTech
manufactures primarily 5-inch silicon wafers that are the building blocks for
semiconductors. The acquisition purchase price consisted of approximately $6
million in cash and an earn-out of up to $30 million if FabTech meets specified
earnings targets over a four-year period. In addition, FabTech was obligated to
repay an aggregate of approximately $19 million, consisting of (i) approximately
$13.6 million note payable to LSC, (ii) approximately $2.6 million note payable
to the Company, and (iii) approximately $3.0 million note payable to a financial
institution, which amount was repaid on December 4, 2000 with the proceeds of a
capital contribution by the Company. In 2001, the FabTech earnings targets were
not met and, therefore, an earn-out was not paid to LSC. As per the terms of the
acquisition, LSC entered into a volume purchase agreement to purchase wafers
from FabTech. LSC is currently in compliance with the terms of the wafer
purchase agreement.
In June 2001, as per the Company's U.S. bank covenants, the
Company was not permitted to make regularly scheduled principal and interest
payments to LSC on the remaining $10.0 million payable related to the FabTech
acquisition note, but was, however, able to renegotiate with LSC the terms of
the note. Under the terms of the amended and restated subordinated promissory
note, payments of approximately $417,000 plus interest are scheduled to begin
again in July 2002. Provided the Company meets the terms of its U.S. bank's
expected new covenants, payments will be made to LSC. However, if the bank
covenants are not met, the Company may be required to re-negotiate its
indebtedness to LSC on such terms, if any, as LSC may find acceptable. The
Company is currently in negotiations for new U.S. bank covenants.
As per the terms of the FabTech acquisition, the Company has
entered into several management incentive agreements with members of FabTech's
management. The agreements provide members of FabTech's management guaranteed
annual payments as well as contingent bonuses based on the annual profitability
of FabTech, subject to a maximum annual amount over a four-year period. In 2001,
the contingent bonuses were not earned or paid. The total guaranteed commitment
is $375,000 per year. Although the $375,000 is reimbursed by LSC to the Company,
because LSC is a principal stockholder of the Company, the $375,000 per year is
accounted for as an expense of the Company.
Silitek is affiliated through common ownership and control
with Taiwan Lite-On, and both companies are members of the Lite-On Group. Both
Silitek and Taiwan Lite-On, members of the Lite-On Group of companies, are
public corporations in Taiwan with stock registered on the Taipei Stock
Exchange.
Mr. Raymond Soong, who became a director and Chairman of the
Board of the Company effective March 1993, is also the Chairman of the Board of
the Lite-On Group, Silitek, LSC, Taiwan Lite-On, Diodes-China and
Diodes-FabTech.
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Mr. C.H. Chen, who was appointed President and Chief Executive
Officer of the Company on March 30, 2000, and is a director of Diodes-China, is
also Vice Chairman of LSC, a Lite-On Group company and the Company's largest
stockholder.
Dr. Shing Mao, who is a director of the Company, retired in
2000 as Chairman of the Board of Lite-On Milpitas, a wholly-owned subsidiary of
Taiwan Lite-On. Dr. Mao was also a director of LSC from 1989 to 2000, and since
1996, has been a director of FabTech.
Mr. M.K. Lu, who has been a director of the Company since 1995, is also
President of LSC and acting President of Actron Technology Corporation, both
Lite-On Group companies. From 1983 to 1990, Mr. Lu was General Manager/Vice
President of Silitek. Mr. Lu is also a director of Diodes-China.
Mr. Michael Giordano, a director of the Company and Senior Vice
President-Investment Consulting at the investment-banking firm of UBS
PaineWebber, Inc., has, from time to time, assisted directors and executive
officers of the Company in stock option exercises and subsequent stock sales of
the Company's Common Stock. Mr. Giordano is also the pension consultant for the
Company's 401(k) plan. Mr. Giordano has, from time to time, assisted directors
and officers of the Company and LSC in stock transactions. Compensation received
by Mr. Giordano for services rendered to the Company and LSC for services other
than as a director in 2001 was less than $40,000.
Mr. John Stich, a director of the Company, is also President and CEO of
The Asian Network. During 2001, Mr. Stich received approximately $6,700 as a
marketing consultant to the Company.
Dr. Keh-Shew Lu, a director of the Company, retired as Senior Vice
President of TI and manager of Worldwide Mixed-Signal Products--Semiconductor
Group in 2001. During 2001, Dr. Lu received approximately $38,000 as an
engineering consultant to the Company.
Mr. Mark King, the Company's Vice President of Sales and Marketing, has
a $100,000 investment in one of the Company's computer software vendors (a
privately-held company). Mr. King's investment was made subsequent to the
Company's purchase of the software, which is used for quotation and channel
management. Fees paid to this software vendor in 2001, including annual software
maintenance, were approximately $35,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES.
PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The firm of Moss Adams LLP, certified accountants, has been
the Company's independent accountants since 1993 and has been selected by the
Board of Directors to serve as its independent accountants for the calendar year
ending December 31, 2002. Professional services rendered by Moss Adams LLP for
the calendar year ended December 31, 2001 consisted of an audit of the Company's
financial statements, consultation on interim financial statements, services
related to filings with the SEC, meetings with the Company's Audit Committee and
consultation on various matters relating to accounting and financial reporting.
All professional services rendered by Moss Adams LLP during calendar 2001 were
furnished at customary rates and terms. The Audit Committee of the Board of
Directors met with representatives of Moss Adams LLP during the past calendar
year. The members of the Audit Committee are Messrs. Giordano, Silverman, and
Stich. Dr. Silverman is not standing for re-election. Representatives of Moss
Adams LLP are expected to be present at the Meeting. They will have the
opportunity to make a statement, if they so desire, and respond to appropriate
questions from Stockholders.
AUDIT FEES, FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES,
AND ALL OTHER FEES
Fees charged by Moss Adams LLP during the calendar year ended
December 31, 2001 for audit services and quarterly review of financial
statements were approximately $113,000, financial information systems design and
implementation fees were $0, and all other fees were approximately $135,000.
Other fees generally include income tax return preparation, income tax
consultation, business acquisitions, accounting consulting and similar matters.
Moss Adams LLP has advised the Company that neither the firm, nor any member of
the firm, has any financial interest, direct or indirect, in any capacity in the
Company or its subsidiaries. The Audit Committee, in reliance on the independent
auditors, determined that the provision of these services is compatible with
maintaining the independence of Moss Adams LLP.
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Stockholders are being asked to ratify the appointment of Moss
Adams LLP as the Company's independent public accountants for the calendar year
ending December 31, 2002. Ratification of the proposal requires the affirmative
vote of a majority of the shares of Common Stock represented and voting at the
Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.
PROPOSALS OF STOCKHOLDERS
Under certain circumstances, stockholders are entitled to
present proposals at stockholder meetings. Any such proposal to be included in
the proxy statement for the Company's 2003 annual meeting of stockholders must
be submitted by a stockholder prior to December 27, 2002, in a form that
complies with applicable regulations. Recently, the SEC amended its rule
governing a company's ability to use discretionary proxy authority with respect
to stockholder proposals, which are not submitted by the stockholders in time to
be included in the proxy statement. As a result of that rule change, in the
event a stockholder proposal is not submitted to the Company prior to March 15,
2003, the proxies solicited by the Board of Directors for the 2003 annual
meeting of stockholders will confer authority of the holders of the proxy to
vote the shares in accordance with their best judgment and discretion if the
proposal is presented at the 2003 annual meeting of stockholders without any
discussion of the proposal in the proxy statement for such meeting.
ANNUAL REPORT AND FORM 10-K
The Company's annual report to stockholders for the calendar
year ended December 31, 2001 accompanies or has preceded this Proxy Statement.
The annual report contains consolidated financial statements of the Company and
its subsidiaries and the report thereon of Moss Adams LLP, the Company's
independent auditors, for the calendar years ended December 31, 1999, 2000 and
2001.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS REQUIRED TO BE FILED
WITH THE SEC PURSUANT TO THE EXCHANGE ACT, FOR THE CALENDAR YEAR ENDED DECEMBER
31, 2001, BY WRITING TO THE COMPANY; ATTN: INVESTOR RELATIONS, 3050 EAST
HILLCREST DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91362, OR EMAIL THE REQUEST TO
DIODES-FIN@DIODES.COM.
OTHER MATTERS
Management knows of no business that will be presented for
consideration at the Meeting other than as stated in the Notice of Meeting. If,
however, other matters are properly brought before the Meeting, it is the
intention of the Proxyholders to vote the shares represented by the Proxies on
such matters in accordance with the recommendation of the Board of Directors and
authority to do so is included in the Proxy.
On December 4, 2000, the Securities and Exchange Commission
adopted amendments to the proxy rules, permitting companies and intermediaries
to satisfy the delivery requirements for proxy and information statements with
respect to two or more security holders sharing the same address by delivering a
single proxy statement or information statement to those security holders.
"Householding," as this is commonly known, will reduce the amount of duplicate
information that security holders receive and lower printing and mailing costs
for companies. Householding is in effect for the Company's proxy distribution,
however, Stockholders can obtain additional material if desired by contacting
the Company directly.
Dated at Westlake Village, California, this twenty-sixth day of April 2002.
By Order of the Board of Directors,
DIODES INCORPORATED
/S/ CARL WERTZ
Carl Wertz,
Secretary
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REVOCABLE PROXY REVOCABLE PROXY
DIODES INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS - JUNE 10, 2002
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder(s) of Diodes Incorporated (the "Company")
hereby nominates, constitutes and appoints C.H. Chen and Carl Wertz, the
attorneys, agents and proxies of the undersigned, with full power of
substitution, to vote all stock of the Company which the undersigned is entitled
to vote at the annual meeting of stockholders of the Company (the "Meeting") to
be held at the Renaissance Hotel, 30100 Agoura Road, Agoura Hills, California
91301, on Monday, June 10, 2002 at 10:00 a.m. (California time), and any
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally thereat, as follows:
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) vote for all nominees listed below
Discretionary authority to
cumulate votes is granted
Nominees: C.H. Chen, Michael R. Giordano, Keh-Shew Lu, M.K. Lu, Shing Mao,
Raymond Soong, and John M. Stich.
(Instructions: To withhold authority to vote for any one or more nominees,
write that nominee's or nominees' name(s) in the space
provided)
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2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
TO ratify the appointment of Moss Adams LLP as the Company's
independent certified public accountants for the year ending December
31, 2002.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. OTHER BUSINESS
In their discretion, the Proxyholders are authorized to transact such
other business as properly may come before the Meeting and any
adjournment thereof.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please Sign And Date On Reverse Side
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REVOCABLE PROXY REVOCABLE PROXY
THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "FOR" THE ELECTION OF EACH
OF THE NOMINEES, AND "FOR" RATIFICATION OF MOSS ADAMS LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2002.
ALL PROPOSALS TO BE ACTED UPON ARE PROPOSALS OF THE COMPANY. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED BY THE
PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD
OF DIRECTORS.
The undersigned hereby ratifies and confirms all that said attorneys
and Proxyholders, or either of them, or their substitutes, shall lawfully do or
cause to be done by virtue hereof, and hereby revokes any and all proxies
heretofore given by the undersigned to vote at the Meeting. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting and the Proxy
Statement accompanying said notice.
Date:____________________
-----------------------
(Name of Stockholder, Printed)
-----------------------
(Signature of Stockholder)
-----------------------
(Name of Stockholder, Printed)
-----------------------
(Signature of Stockholder)
(Please date this Proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc. should give their full
titles. All joint owners should sign.)
I (We) do [ ] do not [ ] expect to attend the Meeting.
This Proxy will be voted "FOR" the election of all nominees whose names
appear above unless authority to do so is withheld. Unless "AGAINST" or
"ABSTAIN" is indicated, the Proxy will be voted "FOR" the ratification of the
appointment of Moss Adams LLP as the Company's independent auditors. PLEASE
SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
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