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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2005
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
3050 East Hillcrest Drive
Westlake Village, California 91362
(Address of principal executive offices) (Zip Code)
(805) 446-4800
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On May 31, 2005, the Board of Directors (the "Board") of Diodes
Incorporated (the "Company") appointed Dr. Keh-Shew Lu as the President and the
Chief Executive Officer of the Company effective as of June 1, 2005. Dr. Lu has
served as a director of the Company since 2001. C.H. Chen, who has served as the
President and the Chief Executive Officer of the Company since March 2000,
resigned from those positions, and was appointed as the Vice Chairman of the
Company's Board of Directors, effective as of June 1, 2005.
Item 7.01. Regulation FD Disclosure.
On May 31, 2005, the Company issued a press release announcing the
appointment of Mr. Chen as the Vice Chairman of the Board and Keh-Shew Lu as the
President and the Chief Executive of the Company, and the resignation of C.H.
Chen as the President and the Chief Executive Officer of the Company, all
effective as of June 1, 2005. A copy of the press release is attached as Exhibit
99.1 to this Report and is incorporated in this Item 7.01 by this reference.
The information contained, or incorporated by reference, in this Item 7.01
is being furnished will not be treated as "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to the liabilities of that section. This information will not be incorporated by
reference into a filing under the Securities Act of 1933, or into another filing
under the Exchange Act, unless that filing expressly refers to specific
information in Item 7.01 of this Report. The furnishing of the information in
this Item 7.01 is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information this
Report contains is material investor information that is not otherwise publicly
available.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------ -----------
99.1 Press release dated May 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DIODES INCORPORATED
Date: May 31, 2005 By /s/ Carl C. Wertz
-------------------------------
Carl C. Wertz,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
99.1 Press release dated May 31, 2005.
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EXHIBIT 99.1
DIODES (TM)
INCORPORATED
FOR IMMEDIATE RELEASE
Diodes Incorporated Appoints Dr. Keh-Shew Lu
as President & CEO
o C. H. Chen to serve as Vice Chairman of the Board
Westlake Village, California - May 31, 2005 - Diodes Incorporated (Nasdaq:
DIOD), a leading manufacturer and supplier of high quality discrete
semiconductors, today announced that Dr. Keh-Shew Lu has been appointed as the
Company's President and Chief Executive Officer effective June 1, 2005. Dr. Lu,
who has served as a director of the Company since 2001, held a number of senior
management positions during his 27-year career with Texas Instruments, Inc.
("TI"). C.H. Chen, who served as President and CEO of Diodes, Inc. since March
2000, will continue to serve as Vice Chairman of the Company's Board of
Directors.
"We are very pleased that Dr. Lu has agreed to serve as Diodes' new President
and CEO," said Raymond Soong, Chairman of the Board of Diodes, Inc. "He brings a
very distinguished managerial background in the semiconductor industry, with a
strong focus on analog and mixed signal technologies. And he has extensive
operational experience in the Asia marketplace. We are confident that he is the
right person to lead Diodes, Inc. in the next phase of its growth strategy."
"I would also like to extend the Board's warm and sincere thanks and
appreciation to C.H. Chen, who has been instrumental to driving Diodes'
transformation into a fully integrated solutions provider and technology leader
in the discrete semiconductor category," continued Mr. Soong. "Diodes' business
success in the past five years owes a tremendous amount to his vision, and he
showed the foresight to arrange for this very positive and seamless succession."
"Moving into adjacent technologies such as analog and mixed-signal is critical
to becoming a total solutions provider for our global customers and an extension
of Diodes' long-term growth strategy," said Mr. Chen. "Dr. Keh-Shew Lu helped to
shape the evolution of linear technologies while at Texas Instruments. I am very
excited to work with him to help take Diodes into higher-value product
categories that leverage our core strengths and end-market focus."
Dr. Lu's career at Texas Instruments culminated by serving as Senior Vice
President of TI and General Manager of Worldwide Mixed-Signal and Logic Products
from 1998 to 2001. His responsibilities included all aspects of the analog,
mixed-signal and logic products for TI's worldwide business, including design,
process and product development, manufacturing and marketing. Dr. Lu's business
areas also included the mixed-signal and RF portion of TI's digital signal
processing solutions, display solutions, and wireless communications. From 1996
to 1998, he was manager of TI's worldwide memory business. In addition, Dr. Lu
served as President of
TI Asia from 1994 until 1997, where he had responsibility for all of TI's
activities in Asia (excluding Japan).
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. He is also a director of two publicly
held companies in Taiwan, Lite-On Technology Corporation and Winbond Electronics
Corporation. Dr. Lu is Chairman of the Asia American Citizen's Council, and is a
member of the Advisory Board to Southern Methodist University's Asian Studies
Program.
"I am honored to take on this new management role at Diodes, after witnessing
the Company's tremendous success in the past several years," said Dr. Lu.
"Diodes, Inc. has significantly outperformed the industry growth rates and
demonstrated consistent profitability due to its modern, efficient
manufacturing, world-class sales organization, and fiscal discipline. I am very
excited about what we can accomplish in the future as we continue to move into
adjacent technologies that will build on these strengths and enable us to offer
higher margin products."
About Diodes Incorporated
Diodes Incorporated (Nasdaq: DIOD) is a leading manufacturer and supplier of
high-quality discrete semiconductor products, primarily to the communications,
computing, industrial, consumer electronics and automotive markets. The Company
operates four Far East subsidiaries, Diodes-China (QS-9000 and ISO-14001
certified) in Shanghai, our newest manufacturing facility in China,
Diodes-Shanghai, Diodes-Taiwan (ISO-9000 certified) in Taipei, and Diodes-Hong
Kong. Diodes-China and Diodes-Shanghai manufacturing focus are on subminiature
surface-mount devices destined for wireless devices, notebook, flat panel
display, digital camera, mobile handset, set-top box, DC to DC conversion, and
automotive applications, among others. Diodes-Taiwan is our Asia-Pacific sales,
logistics and distribution center. Diodes-Hong Kong covers sales, warehouse and
logistics functions. The Company's 5" wafer foundry, Diodes-FabTech (QS-9000
certified), specializes in Schottky products and is located just outside Kansas
City, Missouri. The Company's ISO-9001:2000 corporate sales, marketing,
engineering and logistics headquarters is located in Southern California. For
further information, including SEC filings, visit the Company's website at
www.diodes.com.
Source: Diodes Incorporated
CONTACT: Crocker Coulson, President, CCG - Investor Relations; (310) 231-8600
e-mail: crocker.coulson@ccgir.com or Carl Wertz, Chief Financial Officer,
Diodes, Inc.; (805) 446-4800 e-mail: carl_wertz@diodes.com
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Recent news releases, annual reports, and SEC filings are available at the
Company's website: http://www.diodes.com. Written requests may be sent directly
to the Company, or they may be e-mailed to: diodes-fin@diodes.com.
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