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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2004.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________.
COMMISSION FILE NUMBER: 1-5740
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 95-2039518
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
3050 EAST HILLCREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91362
(Address of principal executive (Zip Code)
offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 446-4800
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK,
PAR VALUE $0.66 2/3
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
-
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes [X] No [ ]
-
The aggregate market value of the 8,829,510 shares of Common Stock held by
non-affiliates of the registrant, based on the closing price of $23.69 per share
of the Common Stock on the Nasdaq National Market on June 30, 2004, the last
business day of the registrant's most recently completed second quarter, was
approximately $209,171,092.
The number of shares of the registrant's Common Stock outstanding as of March 9,
2005 was 15,866,341, including 1,613,508 shares of treasury stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A in connection with
the 2005 annual meeting of stockholders are incorporated by reference into Part
III of this Report. The proxy statement will be filed with the Securities and
Exchange Commission not later than 120 days after the registrant's fiscal year
ended December 31, 2004.
EXPLANATORY NOTE
In November 2004, the Securities and Exchange Commission issued an exceptive
order providing companies with a market capitalization under $700 million with
an extension of up to 45 days for (i) the filing of management's report on
internal controls over financial reporting required by Item 308(a) of Regulation
S-K and (ii) the related attestation report of the Company's independent
registered public accounts required by Item 308(b) of Regulation S-K.
This Amendment No. 1 to Annual Report on Form 10-K/A ("Form 10-K/A") is being
filed to amend the Company's Annual Report on Form 10-K for the year ended
December 31, 2004, which was originally filed with the SEC on March 16, 2005
("Original Form 10-K"), to include management's report on internal control over
financial reporting and the related attestation report of the Company's
independent registered public accounting firm. Accordingly, pursuant to Rule
12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A
contains the complete text of Item 9A of Part II, as amended, as well as
currently dated certifications and the consent of Moss Adams LLP, the Company's
independent registered public accounting firm. Unaffected items have not been
repeated in this Amendment No. 1.
THIS FORM 10-K/A DOES NOT REFLECT EVENTS OCCURRING AFTER THE FILING OF THE
ORIGINAL FORM 10-K, AND DOES NOT MODIFY OR UPDATE THE DISCLOSURES THEREIN IN ANY
WAY OTHER THAN AS REQUIRED TO REFLECT THE AMENDMENTS AS DESCRIBED ABOVE AND SET
FORTH BELOW
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISION OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained herein, the
matters addressed in this Annual Report on Form 10-K constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements may be identified by the use of the words such as
"anticipate," "believe," "continue," "estimate," "expect," "intend," "may,"
"project," "will" and similar expressions. Such forward-looking statements are
subject to a variety of risks and uncertainties, including those discussed under
"Risk Factors" and elsewhere in this Annual Report on Form 10-K that could cause
actual results to differ materially from those anticipated by the Company's
management. The Private Securities Litigation Reform Act of 1995 (the "Act")
provides certain "safe harbor" provisions for forward-looking statements. All
forward-looking statements made on this Annual Report on Form 10-K are made
pursuant to the Act.
PART II
ITEM 9A. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer, C.H. Chen, and Chief
Financial Officer, Carl C. Wertz, with the participation of the Company's
management, carried out an evaluation of the effectiveness of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).
Based upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer believe that, as of the end of the period covered by this report, the
Company's disclosure controls and procedures are effective to provide reasonable
assurance that material information relating to the Company (including its
consolidated subsidiaries) required to be included in this report is made knows
to them.
Disclosure controls and procedures, no matter how well designed
and implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives. The likelihood of achieving such objectives is affected
by limitations inherent in disclosure controls and procedures. These include the
fact that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures such as simple errors,
mistakes or intentional circumvention of the established processes.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is a process designed by, or under the supervision of, the
Company's Chief Executive Officer and the Chief Financial Officer and
implemented by the Company's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States of America.
The Company's internal control over financial reporting
includes those policies and procedures that: (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our
management, including our Chief Executive Officer and the Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in INTERNAL CONTROL--INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on our evaluation, our management concluded that our
internal control over financial reporting was effective as of December 31, 2004.
Management's assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2004 has been audited by Moss Adams LLP,
an independent registered public accounting firm, whom has expressed unqualified
opinions on management's assessment and on the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004 as stated in
their report which is included herein.
CHANGES IN INTERNAL CONTROL
There was no change in the Company's internal control over
financial reporting, known to the Chief Executive Officer or the Chief Financial
Officer, that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Diodes Incorporated and Subsidiaries
We have audited management's assessment, included in the
accompanying Management's Report on Internal Control over Financial Reporting
that Diodes Incorporated and Subsidiaries maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control - Integrated Framework. Diodes Incorporated and Subsidiaries'
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an
opinion on management's assessment and an opinion on the effectiveness of the
company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Diodes
Incorporated and Subsidiaries maintained effective internal control over
financial reporting as of December 31, 2004, is fairly stated, in all material
respects, based on criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework. Also in our opinion, Diodes Incorporated and Subsidiaries maintained,
in all material respects, effective internal control over financial reporting as
of December 31, 2004, based on criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework.
We have also audited, in accordance with the standards of
the Public Company Accounting Oversight Board (United States), the consolidated
financial statements and financial statement schedule of Diodes Incorporated and
Subsidiaries as of and for the year ended December 31, 2004, and our report
dated January 28, 2005 expressed an unqualified opinion on those financial
statements and financial statement schedule.
/s/ Moss Adams LLP
Moss Adams LLP
Los Angeles, California
April 7, 2005
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) EXHIBITS
The exhibits listed on the Index to Exhibits at page
65 of the Original Form 10-K are filed as exhibits or
incorporated by reference to this Amendment No. 1.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1to be signed on its behalf by the undersigned, thereunto duly authorized.
DIODES INCORPORATED (Registrant)
By: /s/ C.H. Chen
- ------------------------------------------------------------
April 25, 2005
C.H. CHEN
President & Chief Executive Officer
(Principal Executive Officer)
By: /s/ Carl C. Wertz April 25, 2005
- --------------------------------------------
CARL C. WERTZ
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 25, 2005.
/s/ Raymond Soong /s/ C.H. Chen
- -------------------------------------------- ---------------------------
RAYMOND SOONG C.H. CHEN
Chairman of the Board of Directors President & Chief Executive Officer,
and Director
(Principal Executive Officer)
/s/ Michael R. Giordano /s/ M.K. Lu
- -------------------------------------------- ---------------------------
MICHAEL R. GIORDANO M.K. LU
Director Director
/s/ Keh-Shew Lu /s/ John M. Stich
- -------------------------------------------- ---------------------------
KEH-SHEW LU JOHN M. STICH
Director Director
/s/ Shing Mao /s/ Carl C. Wertz
- -------------------------------------------- ---------------------------
SHING MAO CARL C. WERTZ
Director Chief Financial Officer,
Treasurer, and Secretary
(Principal Financial and
Accounting Officer)
INDEX TO EXHIBITS
Sequential
Page Number
NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Diodes Incorporated (the "Company") dated July 29, 1968 (1)
3.2 Amended By-laws of the Company dated August 14, 1987 (2)
3.3 Amended Certificate of Incorporation of the Company dated June 12, 2000 (25)
10.1 Stock Purchase and Termination of Joint Shareholder Agreement (3)
10.2 1994 Credit Facility Agreement between the Company and Wells Fargo Bank, National Association (4)
10.3 * Company's 401(k) Plan - Adoption Agreement (5)
10.4 * Company's 401(k) Plan - Basic Plan Documentation #03 (5)
10.5 * Employment Agreement between the Company and Pedro Morillas (6)
10.6 * Company's Incentive Bonus Plan (7)
10.7 * Company's 1982 Incentive Stock Option Plan (7)
10.8 * Company's 1984 Non-Qualified Stock Option Plan (7)
10.9 * Company's 1993 Non-Qualified Stock Option Plan (7)
10.10 * Company's 1993 Incentive Stock Option Plan (5)
10.11 $6.0 Million Revolving Line of Credit Note (8)
10.12 Credit Agreement between Wells Fargo Bank and the Company dated November 1, 1995 (8)
10.13 KaiHong Compensation Trade Agreement for SOT-23 Product (9)
10.14 KaiHong Compensation Trade Agreement for MELF Product (10)
10.15 Lite-On Power Semiconductor Corporation Distributorship Agreement (11)
10.16 Loan Agreement between the Company and FabTech Incorporated (12)
10.17 KaiHong Joint Venture Agreement between the Company and Mrs. J.H. Xing (12)
10.18 Quality Assurance Consulting Agreement between LPSC and Shanghai KaiHong Electronics Company, Ltd. (13)
10.19 Loan Agreement between the Company and Union Bank of California, N.A. (13)
10.20 First Amendment to Loan Agreement between the Company and Union Bank of California, N.A. (14)
10.21 Guaranty Agreement between the Company and Shanghai KaiHong Electronics Co., Ltd. (14)
10.22 Guaranty Agreement between the Company and Xing International, Inc. (14)
10.23 Fifth Amendment to Loan Agreement (15)
10.24 Term Loan B Facility Note (15)
10.25 Bank Guaranty for Shanghai KaiHong Electronics Co., LTD (16)
10.26 Consulting Agreement between the Company and J.Y. Xing (17)
10.27 Software License Agreement between the Company and Intelic Software Solutions, Inc. (18)
10.28 Diodes-Taiwan Relationship Agreement for FabTech Wafer Sales (19)
10.29 Separation Agreement between the Company and Michael A. Rosenberg (20)
10.30 Stock Purchase Agreement dated as of November 28, 2000, among Diodes Incorporated, FabTech, Inc. and Lite-On Power
Semiconductor Corporation (24)
10.31 Volume Purchase Agreement dated as of October 25, 2000, between FabTech, Inc. and Lite-On Power Semiconductor
Corporation (24)
10.32 Credit Agreement dated as of December 1, 2000, between Diodes Incorporated and Union Bank of California (24)
10.33 Subordination Agreement dated as of December 1, 2000, by Lite-On Power Semiconductor Corporation in favor of Union
Bank of California (24)
10.34 Subordinated Promissory Note in the principal amount of $13,549,000 made by FabTech, Inc. payable to Lite-On Power
Semiconductor Corporation (24)
10.35 Amended and Restated Subordinated Promissory Note between FabTech, Inc. and Lite-On Semiconductor Corp. (26)
10.36 Diodes Incorporated Building Lease - Third Amendment (29)
10.37 Document of Understanding between the Company and Microsemi Corporation (29)
10.38 Swap Agreement between the Company and Union Bank of California (30)
10.39 First Amendment and Waver between the Company and Union Bank of California (30)
10.40 Second Amendment and Waver between the Company and Union Bank of California (30)
10.41 Banking Agreement between Diodes-China and Everbright Bank of China (30)
10.42 Banking Agreement between Diodes-China and Agricultural Bank of China (30)
10.43 Banking Agreement between Diodes-Taiwan and Farmers Bank of China (30)
10.44 Audit Committee Charter (31)
10.45 2001 Omnibus Equity Incentive Plan (31)
10.46 Sale and Leaseback Agreement between the Company and Shanghai Ding Hong Company, Ltd. (32)
10.47 Lease Agreement between the Company and Shanghai Ding Hong Company, Ltd. (32)
10.48 Third Amendment and Waiver to Union Bank Credit Agreement (33)
10.49 Revolving Credit Extension between the Company and Union Bank (34)
10.50 Amended and Restated Credit Agreement between the Company and Union Bank (35)
10.51 $2.0 Million Non Revolving-To-Term Note between the Company and Union Bank (35)
10.52 Lease Agreement for Plant #2 between the Company and Shanghai Ding Hong Electronic Equipment Limited (37)
10.53 $5 Million Term Note with Union Bank (37)
10.54 First Amendment To Amended And Restated Credit Agreement (37)
10.55 Covenant Agreement between Union Bank and FabTech, Inc. (37)
10.56 Amendment to The Sale and Lease Agreement dated as January 31, 2002 with Shanghai Ding Hong Electronic Co., Ltd.
(37)
10.57 Lease Agreement between Diodes Shanghai and Shanghai Yuan Hao Electronic Co., Ltd. (37)
10.58 Supplementary to the Lease agreement dated as September 30, 2003 with Shanghai Ding Hong Electronic Co., Ltd. (37)
14 Code of Ethics for Chief Executive Officer and Senior Financial Officers (36)
21 Subsidiaries of the Registrant (38)
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1943, adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2 Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1943, adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1 Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) Previously filed as Exhibit 3 to Form 10-K filed with the Commission for
fiscal year ended April 30, 1981, which is hereby incorporated by
reference.
(2) Previously filed as Exhibit 3 to Form 10-K filed with the Commission for
fiscal year ended April 30, 1988, which is hereby incorporated by
reference.
(3) Previously filed with the Company's Form 8-K, filed with the Commission on July 1, 1994, which is hereby
incorporated by reference.
(4) Previously filed as Exhibit 10.4 to Form 10-KSB/A filed with the
Commission for fiscal year ended December 31, 1993, which is hereby
incorporated by reference.
(5) Previously filed with Company's Form 10-K, filed with the Commission on
March 31, 1995, which is hereby incorporated by reference.
(6) Previously filed as Exhibit 10.6 to Form 10-KSB filed with the Commission
on August 2, 1994, for the fiscal year ended December 31, 1993, which is
hereby incorporated by reference.
(7) Previously filed with Company's Form S-8, filed with the Commission on May 9, 1994, which is hereby incorporated
by reference.
(8) Previously filed with Company's Form 10-Q, filed with the Commission on
November 14, 1995, which is hereby incorporated by reference.
(9) Previously filed as Exhibit 10.2 to Form 10-Q/A, filed with the Commission on October 27, 1995, which is hereby
incorporated by reference.
(10) Previously filed as Exhibit 10.3 to Form 10-Q/A, filed with the Commission on October 27, 1995, which is hereby
incorporated by reference.
(11) Previously filed as Exhibit 10.4 to Form 10-Q, filed with the Commission on July 27, 1995, which is hereby
incorporated by reference.
(12) Previously filed with Company's Form 10-K, filed with the Commission on
April 1, 1996, which is hereby incorporated by reference.
(13) Previously filed with Company's Form 10-Q, filed with the Commission on May 15, 1996, which is hereby incorporated
by reference.
(14) Previously filed with Company's Form 10-K, filed with the Commission on
March 26, 1997, which is hereby incorporated by reference.
(15) Previously filed with Company's Form 10-Q, filed with the Commission on May 11, 1998, which is hereby incorporated
by reference.
(16) Previously filed with Company's Form 10-Q, filed with the Commission on
August 11, 1998, which is hereby incorporated by reference.
(17) Previously filed with Company's Form 10-Q, filed with the Commission on November 11, 1998, which is hereby incorporated by
reference.
(18) Previously filed with Company's Form 10-K, filed with the Commission on March 26, 1999, which is hereby incorporated by
reference.
(19) Previously filed with Company's Form 10-Q, filed with the Commission on August 10, 1999, which is hereby incorporated by
reference.
(20) Previously filed with Company's Form 10-K, filed with the Commission on March 28, 2000, which is hereby incorporated by
reference.
(21) Previously filed with Company's Form 10-Q, filed with the Commission on May 10, 2000, which is hereby incorporated by
reference.
(22) Previously filed with Company's Form 10-Q, filed with the Commission on August 4, 2000, which is hereby incorporated by
reference.
(23) Previously filed with Company's Form 10-Q, filed with the Commission on November 13, 2000, which is hereby incorporated by
reference.
(24) Previously filed with Company's Form 8-K, filed with the Commission on December 14, 2000, which is hereby incorporated by
reference.
(25) Previously filed with Company's Definitive Proxy Statement, filed with the Commission on May 1, 2000, which is hereby
incorporated by reference.
(26) Previously filed with Company's Form 10-Q, filed with the Commission on August 7, 2001, which is hereby incorporated by
reference.
(27) Previously filed with Company's Form 10-K, filed with the Commission on March 28, 2001, which is hereby incorporated by
reference.
(28) Previously filed with Company's Form 10-Q, filed with the Commission on May 11, 2001, which is hereby incorporated by
reference.
(29) Previously filed with Company's Form 10-Q, filed with the Commission on November 2, 2001, which is hereby incorporated by
reference.
(30) Previously filed with Company's Form 10-K, filed with the Commission on March 31, 2002, which is hereby incorporated by
reference.
(31) Previously filed with Company's Definitive Proxy Statement, filed with the Commission on April 27, 2001, which is hereby
incorporated by reference.
(32) Previously filed with Company's Form 10-Q, filed with the Commission on May 15, 2002, which is hereby incorporated by
reference.
(33) Previously filed with Company's Form 10-Q, filed with the Commission on August 14, 2002, which is hereby incorporated by
reference.
(34) Previously filed with Company's Form 10-Q, filed with the Commission on November 14, 2002, which is hereby incorporated by
reference.
(35) Previously filed with Company's Form 10-K, filed with the Commission on March 31, 2003, which is hereby incorporated by
reference.
(36) Provided in the Corporate Governance portion of the Investor Relations
section on the Company's website at http://www.diodes.com, as well as
incorporated by reference to the Company's definitive proxy statement (to
be filed pursuant to Regulation 14A within 120 days after the Company's
fiscal year end of December 31, 2004) for its annual stockholders'
meeting for 2005.
(37) Previously filed with Company's Form 10-Q, filed with the Commission on August 9, 2004, which is hereby incorporated by
reference.
(38) Previously filed with Company's Form 10-K, filed with the Commission on March 16, 2005, which is hereby incorporated by
reference.
* Constitute management contracts, or compensatory plans or arrangements,
which are required to be filed pursuant to Item 601 of Regulation S-K.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Diodes Incorporated and Subsidiaries
We consent to the incorporation by reference in the Registration Statements on
Forms S-8 (333-106775) of Diodes Incorporated and Subsidiaries of our report,
dated April 7, 2005, with respect to Diodes Incorporated and Subsidiaries
management's assessment of the effectiveness of internal control over financial
reporting and the effectiveness of internal control over financial reporting,
which report is included in this amended annual report on Form 10-K/A of Diodes
Incorporated and Subsidiaries for the year ended December 31, 2004.
/s/ Moss Adams LLP
Moss Adams LLP
Los Angeles, California
April 29, 2005
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C.H. CHEN, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Diodes Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; 3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; 4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.
/s/ C.H. Chen
C. H. Chen
Chief Executive Officer
Date: April 25, 2005
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, CARL C. WERTZ, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Diodes Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; 3. Based on my
knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report; 4. The registrant's other certifying
officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.
/s/ Carl C. Wertz
Carl C. Wertz
Chief Financial Officer
Date: April 25, 2005
EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Annual Report on Form 10-K/A for the twelve-month period ended December 31, 2004 of Diodes Incorporated (the "Company") fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report. Very truly yours, /s/ C.H. Chen C.H. Chen Chief Executive Officer Date: April 25, 2005 A signed original of this written statement required by Section 906 has been provided to Diodes Incorporated and will be retained by Diodes Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Annual Report on Form 10-K/A for the twelve-month period ended December 31, 2004 of Diodes Incorporated (the "Company") fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report. Very truly yours, /s/ Carl C. Wertz Carl C. Wertz Chief Financial Officer Date: April 25, 2005 A signed original of this written statement required by Section 906 has been provided to Diodes Incorporated and will be retained by Diodes Incorporated and furnished to the Securities and Exchange Commission or its staff upon request.