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Delaware		95-2039518
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Peter M. Menard, Esq. Su Lian Lu, Esq. Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 (213) 620-1780		William B. Brentani, Esq. Rebecca B. Boyden, Esq. Simpson Thacher & Bartlett LLP 3330 Hillview Avenue Palo Alto, California 94304 (650) 251-5000

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION	September 8, 2005

		Per Share				Total
Public offering price		$				$
Underwriting discounts and commissions		$				$
Proceeds, before expenses, to us		$				$
Proceeds, before expenses, to the selling stockholder		$				$

A.G. Edwards	C.E. Unterberg, Towbin	Raymond James

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Prospectus summary			1
Risk factors			7
Special note regarding forward-looking statements			21
Industry data			21
Use of proceeds			22
Market price of common stock			22
Dividend policy			22
Capitalization			23
Selected historical consolidated financial data			24
Management’s discussion and analysis of financial condition and results of operations			26
Business			46
Management			57
Certain relationships and related party transactions			62
Principal and selling stockholders			65
Description of capital stock			67
Material U.S. tax consequences to non-U.S. Holders			69
Underwriting			72
Notice to investors			75
Legal matters			78
Experts			78
Where you can find additional information			78
Incorporation of certain documents by reference			78
Index to historical consolidated financial statements			F-1
Exhibit 1.1
ex-3.1
Exhibit 5.1
Exhibit 23.2
Exhibit 24.2

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•	pay substantial damages for past, present and future use of the infringing technology;
•	cease the manufacture, use or sale of infringing products;
•	discontinue the use of infringing technology;
•	expend significant resources to develop non-infringing technology;
•	pay substantial damages to our customers or end users to discontinue use or replace infringing technology with non-infringing technology;
•	license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or at all; or
•	relinquish intellectual property rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.

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•	difficulties associated with owning a manufacturing business, including, but not limited to, the maintenance and management of manufacturing facilities, equipment, employees and inventories and limitations on the flexibility of controlling overhead;
•	difficulties in continuing expansion of our operations in Asia and Europe, because of the distance from our U.S. headquarters and differing regulatory and cultural environments;
•	the need for skills and techniques that are outside our traditional core expertise;
•	less flexibility in shifting manufacturing or supply sources from one region to another;
•	even when independent suppliers offer lower prices, we would continue to acquire wafers from our captive manufacturing facility, which may result in us having higher costs than our competitors;
•	difficulties developing and implementing a successful research and development team; and
•	difficulties developing, and gaining market acceptance of, our proprietary technology.

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•	unexpected losses of key employees or customers of the acquired company;
•	bringing the acquired company’s standards, processes, procedures and controls into conformance with our operations;
•	coordinating our new product and process development;
•	hiring additional management and other critical personnel;
•	increasing the scope, geographic diversity and complexity of our operations;
•	difficulties in consolidating facilities and transferring processes and know-how;
•	difficulties in reducing costs of the acquired entity’s business;
•	diversion of management’s attention from the management of our business; and
•	adverse effects on existing business relationships with customers.

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•	changes in, or impositions of, legislative or regulatory requirements, including tax laws in the United States and in the countries in which we manufacture or sell our products;
•	compliance with trade or other laws in a variety of jurisdictions;
•	trade restrictions, transportation delays, work stoppages, and economic and political instability;
•	changes in import/export regulations, tariffs and freight rates;

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•	difficulties in collecting receivables and enforcing contracts;
•	currency exchange rate fluctuations;
•	restrictions on the transfer of funds from foreign subsidiaries to the United States;
•	the possibility of international conflict, particularly between or among China and Taiwan and the United States;
•	legal regulatory, political and cultural differences among the countries in which we do business; and
•	longer customer payment terms.

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•	general economic conditions in the countries where we sell our products;
•	seasonality and variability in the computing and communications market and our other end markets;
•	the timing of our and our competitors’ new product introductions;
•	product obsolescence;
•	the scheduling, rescheduling and cancellation of large orders by our customers;
•	the cyclical nature of demand for our customers’ products;
•	our ability to develop new process technologies and achieve volume production at our fabrication facilities;
•	changes in manufacturing yields;
•	adverse movements in exchange rates, interest rates or tax rates; and
•	the availability of adequate supply commitments from our outside suppliers or subcontractors.

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•	use a significant portion of our available cash;
•	issue equity securities, which would dilute current stockholders’ percentage ownership;
•	incur substantial debt;
•	incur or assume contingent liabilities, known or unknown;
•	incur amortization expenses related to intangibles; and
•	incur large, immediate accounting write-offs.

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		Common stock price
		High				Low
Year ended December 31, 2003
First quarter		$	8.40			$	6.25
Second quarter			14.63				7.01
Third quarter			16.60				11.79
Fourth quarter			21.75				13.41
Year ended December 31, 2004
First quarter		$	26.96			$	18.93
Second quarter			25.25				20.15
Third quarter			26.20				16.15
Fourth quarter			29.66				21.50
Year ending December 31, 2005
First quarter		$	27.86			$	19.07
Second quarter			33.85				24.70
Third quarter (through September 7, 2005)			38.80				30.80

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•	on an actual basis; and
•	on an as adjusted basis to give effect to the issuance of 1,750,000 shares of common stock by us in this offering, resulting in estimated proceeds of $          , after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

					As of
					June 30, 2005
					Actual				As adjusted
					(in thousands, except share
					and per share data,
					unaudited)
Cash and cash equivalents					$	33,014			$
Long-term debt, including current portion					$	10,768			$	10,768
Stockholders’ equity:
	Preferred stock, par value $1.00 per share, 1,000,000 shares authorized, no shares issued and outstanding, actual and as adjusted					—				—
	Common stock, par value $0.662/3 per share, 30,000,000 shares authorized, 16,185,552 shares issued, actual; 30,000,000 shares authorized, 17,935,552 shares issued, as adjusted					10,791
	Additional paid-in capital					26,946
	Retained earnings					96,235				96,235
Less: Treasury stock— 1,613,508 shares of common stock, at cost						1,782				1,782
Less: Accumulated other comprehensive income						(803	)			(803	)
		Total stockholders’ equity				132,993
			Total capitalization		$	176,775			$

•	2,409,922 shares of common stock issuable after the completion of this offering upon the exercise of outstanding stock options under our stock incentive plans at a weighted average exercise price of $11.78 per share;
•	208,542 shares of common stock issuable upon vesting of outstanding restricted stock awards; and
•	571,462 shares of common stock available for future grants under our stock incentive plans.

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																								Six months
				Year ended December 31,																				ended June 30,
				2000				2001				2002				2003				2004				2004				2005
																								(unaudited)
				(in thousands, except per share data)
Consolidated statement of income data:
Net sales				$	116,079			$	93,210			$	115,821			$	136,905			$	185,703			$	88,442			$	99,198
Cost of goods sold					78,652				79,031				89,111				100,377				124,968				60,664				65,105
	Gross profit				37,427				14,179				26,710				36,528				60,735				27,778				34,093
Operating expenses:
	Selling, general and administrative				18,814				13,711				16,228				19,586				23,503				11,908				13,888
	Research and development				141				592				1,472				2,049				3,422				1,562				1,750
	Impairment of fixed assets				—				—				—				1,000				—				—				—
	Loss (gain) on sale of fixed assets				—				8				43				37				14				15				(105	)
		Total operating expenses			18,955				14,311				17,743				22,672				26,939				13,485				15,533
	Income (loss) from operations				18,472				(132	)			8,967				13,856				33,796				14,293				18,560
Interest expense, net					940				2,074				1,183				860				637				327				234
Other income (expense)					501				785				67				(5	)			(418	)			(124	)			(21	)
Income (loss) before taxes and minority interest					18,033				(1,421	)			7,851				12,991				32,741				13,842				18,305
Income tax benefit (provision)					(2,496	)			1,769				(1,729	)			(2,460	)			(6,514	)			(2,543	)			(2,903	)
Minority interest in earnings of joint venture					(642	)			(224	)			(320	)			(436	)			(676	)			(319	)			(497	)
Net income				$	14,895			$	124			$	5,802			$	10,095			$	25,551			$	10,980			$	14,905
Earnings per share(1):
	Basic			$	1.23			$	0.01			$	0.47			$	0.79			$	1.91			$	0.83			$	1.04
	Diluted			$	1.08			$	0.01			$	0.44			$	0.70			$	1.65			$	0.72			$	0.93
Number of shares used in computation(1):
	Basic				12,107				12,216				12,277				12,731				13,404				13,181				14,319
	Diluted				13,833				13,322				13,297				14,406				15,471				15,306				16,071
Consolidated statement of cash flows data:
Cash flow from operating activities					10,208				14,938				19,990				18,821				29,300				13,781				24,138
Cash used in investing activities					(21,389	)			(8,477	)			(6,774	)			(15,289	)			(26,133	)			(10,245	)			(6,845	)
Cash flow from (used in) financing activities					12,100				(2,485	)			(13,995	)			1,862				2,163				(1,890	)			(3,477	)
Other data:
EBITDA(2)				$	23,334			$	9,099			$	18,461			$	24,488			$	45,875			$	19,995			$	25,855

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		As of December 31,																				As of June 30,
Consolidated balance sheet data:		2000				2001				2002				2003				2004				2004				2005
																						(unaudited)
		(in thousands)
Cash and cash equivalents		$	4,476			$	8,103			$	7,284			$	12,847			$	18,970			$	14,586			$	33,014
Working capital			17,291				19,798				20,830				27,154				49,571				33,083				66,451
Total assets			112,950				103,258				105,010				123,795				167,801				143,033				186,380
Current portion of long-term debt			14,860				8,333				5,833				5,833				3,514				4,167				6,891
Long-term debt, net of current portion			15,997				21,164				12,583				6,750				7,833				5,500				3,877
Total liabilities			61,697				52,134				47,331				52,345				55,653				56,707				53,387
Total stockholders’ equity			51,253				51,124				57,679				71,450				112,148				86,326				132,993

(1)	Adjusted for the effect of 3-for-2 stock splits in July 2000 and November 2003.
(2)	EBITDA represents earnings before net interest expense, income tax provision, depreciation and amortization. Our management believes EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties in evaluating companies in our industry. In addition, our management believes that EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to overall operating performance. As a result, our management uses EBITDA as a measure to evaluate the performance of our business. However, EBITDA is not a recognized measurement under GAAP, and when analyzing our operating performance, investors should use EBITDA in addition to, and not as an alternative for, income from operations and net income, each as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as a tax and debt service payments.

																							Six months ended
			Year ended December 31,																				June 30,
Reconciliation of net income to EBITDA:			2000				2001				2002				2003				2004				2004				2005
																							(unaudited)
			(in thousands)
Net income			$	14,895			$	124			$	5,802			$	10,095			$	25,551			$	10,980			$	14,905
plus:
	Interest expense, net			940				2,074				1,183				860				637				327				234
	Income tax provision (benefit)			2,496				(1,769)				1,729				2,460				6,514				2,543				2,903
	Depreciation and amortization			5,003				8,670				9,747				11,073				13,173				6,145				7,813
EBITDA			$	23,334			$	9,099			$	18,461			$	24,488			$	45,875			$	19,995			$	25,855

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•	expanding our manufacturing capacity, including establishing integrated state-of-the-art packaging and testing facilities in Asia, in 1998 and 2004, and acquiring a wafer foundry in the United States in 2000;
•	expanding our sales and marketing organization in Asia in order to address the shift of manufacturing of electronics products from the United States to Asia;
•	establishing our sales and marketing organization in Europe commencing in 2002; and
•	expanding the number of our field application engineers to design our products into specific end-user applications.

•	Since 1998, we have experienced increases in the demand for our products, and substantial pressure from our customers and competitors to reduce the selling price of our products. We expect future increases in net income to result primarily from increases in sales volume and improvements in product mix in order to offset reduced average selling prices of our products.
•	In 2004 and the six months ended June 30, 2005, 14.3% and 15.8%, respectively, of our net sales derived from products introduced within the last three years, which we term new products, compared to 12.1% in 2003. New products generally have gross profit margins that are higher

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	than the margins of our standard products. We expect net sales derived from new products to increase in absolute terms, although our net sales of new products as a percentage of our net sales will depend on the demand for our standard products, as well as our product mix.
•	Our gross profit margin was 34.4% in the six months ended June 30, 2005, compared to 32.7% in 2004 and 26.7% in 2003. This improvement in our gross margin was due to improvements in product mix, as well as increases in wafer and packaging yields, reductions in manufacturing costs and increases in capacity utilization. We expect only modest improvements in yields and capacity utilization in the future and, as a result, future gross profit margins will depend primarily on our product mix, as well as on the demand for our product.
•	As of June 30, 2005, we had invested approximately $83.0 million in our Asian manufacturing facilities. For the six months ended June 30, 2005, we invested approximately $6.0 million in our Asian manufacturing facilities and expect to invest an additional $9.0 to $11.0 million in these facilities for the remainder of 2005. We expect to continue to invest in our manufacturing facilities, although the amount to be invested will depend on product demand and new product developments.
•	In the six months ended June 30, 2005, the percentage of our net sales derived from our Asian subsidiaries was 64.7%, compared to 59.1% in 2004 and 55.5% in 2003. We expect our net sales to the Asian market to continue to increase as a percentage of our total net sales for the remainder of 2005 and 2006 as a result of the continuing shift of the manufacture of electronic products from the United States to Asia.
•	We have increased research and development expenses from $2.0 million, or 1.5% of net sales, in 2003 to $3.4 million, or 1.8% of net sales in 2004. We continue to seek to hire qualified engineers who fit our focus on proprietary discrete processes and packaging technologies. Our goal is to expand research and development expenses to approximately 3.0% of net sales as we bring additional proprietary devices to the market.

•	the condition of the economy in general and of the semiconductor industry in particular;
•	our customers’ adjustments in their order levels;

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•	changes in our pricing policies or the pricing policies of our competitors or suppliers;
•	the termination of key supplier relationships;
•	the rate of introduction to, and acceptance of new products by, our customers;
•	our ability to compete effectively with our current and future competitors;
•	our ability to enter into and renew key corporate and strategic relationships with our customers, vendors and strategic alliances;
•	changes in foreign currency exchange rates;
•	a major disruption of our information technology infrastructure; and
•	unforeseen catastrophic events, such as armed conflict, terrorism, fires, typhoons and earthquakes.

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															Six months
															ended
			Year ended December 31,												June 30,
Consolidated statements of income data:			2002				2003				2004				2004				2005
															(unaudited)
Net sales				100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Cost of goods sold				76.9				73.3				67.3				68.6				65.6
	Gross profit			23.1				26.7				32.7				31.4				34.4
Selling, general and administrative expenses				14.0				14.3				12.7				13.5				14.0
Research and development expenses				1.3				1.5				1.8				1.8				1.8
Impairment of fixed assets				—				0.8				—				—				—
Gain on disposal of fixed assets				—				—				—				—				0.1
	Income from operations			7.7				10.1				18.2				16.2				18.7
Interest expense, net				1.0				0.6				0.3				0.4				0.2
Other (income) expense				(0.1	)			—				0.2				0.1				—
Income before taxes and minority interest				6.8				9.5				17.7				15.7				18.5
Income tax provision				1.5				1.8				3.5				2.9				2.9
Minority interest in earnings of joint venture				0.3				0.3				0.4				0.4				0.5
Net income				5.0	%			7.4	%			13.8	%			12.4	%			15.0	%

		Net sales
		six months								Percentage of
		ended June 30,								net sales
		2004				2005				2004				2005
		(dollars in thousands)
Taiwan		$	23,464			$	33,606				26.5	%			33.9	%
China			19,161				25,535				21.7				25.7
United States			25,550				25,157				28.9				25.4
Korea			8,577				5,225				9.7				5.3
Singapore			5,319				4,494				6.0				4.5
All others			6,371				5,181				7.2				5.2
Total		$	88,442			$	99,198				100.0	%			100.0	%

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		Net sales year ended								Percentage of
		December 31,								net sales
Country		2003				2004				2003				2004
		(dollars in thousands)
United States		$	41,593			$	53,204				30.4	%			28.7	%
Taiwan			38,087				50,716				27.8				27.3
China			25,908				44,311				18.9				23.9
Korea			14,455				16,447				10.6				8.9
Singapore			9,032				9,407				6.6				5.1
All others			7,830				11,618				5.7				6.1
Total		$	136,905			$	185,703				100.0	%			100.0	%

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		Net sales year ended								Percentage of
		December 31,								net sales
Country		2002				2003				2002				2003
		(dollars in thousands)
United States		$	40,125			$	41,593				34.6	%			30.4	%
Taiwan			25,507				38,087				22.0				27.8
China			23,467				25,908				20.3				18.9
Korea			5,255				14,455				4.5				10.6
Singapore			9,496				9,032				8.2				6.6
All others			11,971				7,830				10.4				5.7
Total		$	115,821			$	136,905				100.0	%			100.0	%

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				Three months ended
				Mar 31,				Jun 30,				Sep 30,				Dec 31,				Mar 31,				Jun 30,				Sep 30,				Dec 31,				Mar 31,				Jun 30,
				2003				2003				2003				2003				2004				2004				2004				2004				2005				2005
				(in thousands, except per share data)
Net sales				$	29,446			$	33,316			$	34,941			$	39,202			$	41,435			$	47,017			$	49,353			$	47,898			$	48,600			$	50,598
Cost of goods sold					21,985				24,970				25,779				27,643				28,685				31,989				32,607				31,687				32,004				33,101
	Gross profit				7,461				8,346				9,162				11,559				12,750				15,028				16,746				16,211				16,596				17,497
Operating expenses:
	Selling, general and administrative expenses				4,233				4,777				5,089				5,487				5,476				6,417				6,171				5,439				6,692				7,196
	Research and development expenses				346				400				612				691				763				815				942				902				900				850
	Impairment of fixed assets				—				—				300				700				—				—				—				—				—				—
	Loss (gain) on sale of fixed assets				(88	)			32				—				93				23				(8	)			(1	)			—				(105	)			—
		Total operating expenses			4,491				5,209				6,001				6,971				6,262				7,224				7,112				6,341				7,487				8,046
	Income from operations				2,970				3,137				3,161				4,588				6,488				7,804				9,634				9,870				9,109				9,451
Interest expense, net					244				218				209				189				182				145				160				150				154				79
Other income (expense)					(89	)			(7	)			126				(35	)			(147	)			24				91				(386	)			(34	)			12
Income before taxes and minority interest					2,637				2,912				3,078				4,364				6,159				7,683				9,565				9,334				8,921				9,384
Income tax benefit (provision)					(617	)			(651	)			(416	)			(776	)			(1,160	)			(1,383	)			(2,134	)			(1,837	)			(1,442	)			(1,461	)
Minority interest in joint venture earnings					(97	)			(89	)			(99	)			(151	)			(143	)			(177	)			(189	)			(167	)			(239	)			(258	)
Net income				$	1,923			$	2,172			$	2,563			$	3,437			$	4,856			$	6,123			$	7,242			$	7,330			$	7,240			$	7,665
Earnings per share(1):
	Basic			$	0.15			$	0.17			$	0.20			$	0.27			$	0.37			$	0.46			$	0.54			$	0.53			$	0.51			$	0.53
	Diluted			$	0.14			$	0.15			$	0.18			$	0.23			$	0.32			$	0.40			$	0.47			$	0.47			$	0.46			$	0.47
Number of shares used in computation(1):
	Basic				12,472				12,678				12,813				12,954				13,097				13,265				13,356				13,897				14,218				14,419
	Diluted				13,727				14,268				14,546				14,932				15,286				15,330				15,367				15,708				15,683				16,210

(1)	Adjusted for the effect of a 3-for-2 stock split in November 2003.

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						Payments due by period
						Less than												More than
		Total				1 Year				1-3 Years				3-5 Years				5 Years
		(in thousands)
Long-term debt		$	11,347			$	3,514			$	7,250			$	583			$	—
Capital leases			2,777				230				460				460				1,627
Operating leases			13,498				3,461				6,420				3,617				—
Purchase obligations			2,927				2,927				—				—				—
Total obligations		$	30,549			$	10,132			$	14,130			$	4,660			$	1,627

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•	Logic devices which process data and range from complex semiconductors such as microprocessors to digital signal processors to application-specific and standard logic products. According to Gartner the combined microcomponent, logic and application-specific segments represent approximately 57.7% of total industry sales in 2004.
•	Memory devices, which store data. According to Gartner, the memory devices segment represents 21.9% of total industry sales in 2004.
•	Analog and discrete devices which interface with real world signals such as light and heat, or process electronic signals and control electronic power. According to Gartner, the combined analog

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	integrated circuits, discrete, optical and non-optical sensors segments represent approximately 20.4% of total industry sales in 2004.

			Historical								Projected												CAGR(3)
			2003				2004				2005E				2006E				2007E				’03-‘07E
			(in billions)
Logic(1)			$	108.4			$	126.9			$	137.1			$	149.6			$	162.5				10.7	%
Analog(2)				22.8				29.0				32.5				35.1				38.1				13.7
Discrete				13.5				15.8				16.5				17.4				19.1				9.1
Memory				33.5				48.0				49.2				52.4				45.5				8.0
	Total		$	178.2			$	219.9			$	235.4			$	254.4			$	265.2				10.5	%

(1)	Logic includes the following Gartner segments: microcomponent, logic and application-specific.
(2)	Analog includes the following Gartner segments: analog integrated circuits, optical and non-optical sensors.
(3)	CAGR represents compound annual growth rate.

•	Flexible, scalable and cost-effective manufacturing. Our manufacturing operations are a core element of our success and we have designed our manufacturing base to allow us to respond quickly to changes in demand trends in the end markets we serve. For example, we have structured our Shanghai assembly, test and packaging facilities to enable us to rapidly and efficiently add capacity and adjust product mix to meet shifts in customer demand and overall market trends. As a result, for the past three years we have operated our Shanghai facilities at near full capacity, while at the same time significantly expanding that capacity. Additionally, the Shanghai location of our manufacturing operations provides us with access to a highly-skilled workforce at a low overall cost base while enabling us to better serve our leading customers, many of which are located in Asia.
•	Integrated packaging expertise. We believe that we have particular expertise in designing and manufacturing innovative and proprietary packaging solutions that integrate multiple separate discrete elements into a single semiconductor product called an array. Our ability to design and manufacture highly integrated discrete semiconductor solutions provides our customers with

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	products of equivalent functionality with fewer individual parts, and at lower overall cost, than alternative products. For example, one of our leading diode array products integrates eight discrete elements into a single highly-miniaturized package that provides four times the functionality, with less than 20% of the space requirements of the previous solution. This combination of integration, functionality and miniaturization makes our products well suited for high-volume consumer applications such as the digital audio players, notebook computers and digital cameras.
•	Broad customer base and diverse end markets. Our customers include leading OEMs such as Bose Corporation, Honeywell International, Inc., LG Electronics, Inc., Logitech, Inc., Motorola, Inc., Quanta Computer, Inc., Sagem Communication, Samsung Electronics Co., Ltd. and Thompson, Inc., as well as leading EMS providers such as Celestica, Inc., Flextronics International, Ltd., Hon Hai Precision Industry Co., Ltd., Inventec Corporation, Jabil Circuit, Inc., Sanmina-SCI Corporation and Solectron Corporation. Overall, we serve over 150 direct customers and over 10,000 additional customers through our distributors, including leading distributors, such as Arrow Electronics, Inc., Avnet, Inc., Future Electronics and Yosun Industrial Corp. Our products are ultimately used in end products in a large number of markets served by our broad base of customers, which we believe makes us less dependent on either specific customers or specific end-use applications.
•	Customer focused product development. Close collaboration with our customers and a high degree of customer service are essential elements of our business. We believe focusing on dependable delivery of discrete semiconductor solutions tailored to specific end-user applications, has fostered deep customer relationships and created a key competitive advantage for us in the highly-fragmented discrete semiconductor marketplace. We believe our close relationships with our OEM and EMS customers have provided us with deeper insight into our customers’ product needs. This results in differentiation in our product designs and often provides us with insight into additional opportunities for new design wins in our customers’ products.
•	Management continuity and experience. We believe that the continuity of our management team is a critical competitive strength. The five members of our senior management team have an average of over 12 years of service at Diodes and the length of their service with us has created significant institutional insight into our markets, our customers and our operations. In June 2005, we appointed Dr. Keh-Shew Lu as President and Chief Executive Officer. Dr. Lu has served as a director of Diodes since 2001 and has 30 years of relevant industry experience. Dr. Lu began his career at Texas Instruments in 1974 and retired in 2001 as Senior Vice President and General Manager of Worldwide Analog, Mixed-Signal and Logic Products. Our Chief Financial Officer, Carl Wertz, has been employed by us since 1993 and has over 20 years of financial experience in manufacturing and distribution industries. Joseph Liu, our Senior Vice President, Operations, joined us in 1990 and has over 30 years of relevant industry experience having started his career in 1971 at Texas Instruments. Similarly, Mark King, our Senior Vice President of Sales and Marketing has been employed by us since 1991, as has Steven Ho, our Vice President of Asia Sales.

•	Continue rapidly introducing innovative discrete semiconductor products. We intend to maintain our rapid pace of new discrete product introductions, especially for high-volume, growth applications with short design cycles, such as digital audio players, notebook computers, flat panel displays, mobile handsets, digital cameras, set-top boxes and other consumer electronics and

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	computing devices. During the six months ended June 30, 2005, we introduced 122 new devices in 13 different product families and achieved new design wins with over 100 OEMs. We believe that continued introduction of new and differentiated product solutions is critically important in maintaining and extending our market share in the highly competitive discrete semiconductor marketplace.
•	Expand our available market opportunities. We intend to aggressively maximize our opportunities in the discrete semiconductor market as well as in related markets where we can apply our semiconductor design and manufacturing expertise. A key element of this is leveraging our highly integrated packaging expertise through our Application Specific Multi-Chip Circuit, or ASMCC, product platform, which consists of standard arrays, function specific arrays and end-equipment specific arrays. We intend to achieve this by:

	-	Continuing to focus on increasing packaging integration, particularly with our existing standard array and customer-specific array products, in order to achieve products with increased circuit density, reduced component count and lower overall product cost;
	-	Expanding existing products and developing new products in our function specific array lines, which combine multiple discrete semiconductor components to achieve specific common electronic device functionality at a low cost; and
	-	Developing new product lines, that we refer to as end-equipment specific arrays, which combine discrete components with logic and/or standard analog circuits to provide system-level solutions for high-volume, high-growth applications.

•	Maintain intense customer focus. We intend to strengthen and deepen our customer relationships. We believe that continued focus on customer service will increase our net sales, operating performance and overall market share. To accomplish this, we intend to continue to closely collaborate with our customers to design products that meet their specific needs. A critical element of this strategy is to continue to further reduce our design cycle time in order to quickly provide our customers with innovative products. Additionally, to support our customer focused strategy, we are continuing to expand our sales force and field application engineers personnel, particularly in Asia and Europe.
•	Enhance cost competitiveness. A key element of our success is our overall low-cost base. While we believe that our Shanghai manufacturing facilities are among the most efficient in the industry, we will continue to refine our proprietary manufacturing processes and technology to achieve additional cost efficiencies. Additionally, we intend to continue to operate our facilities at high utilization rates and to increase product yields in order to achieve meaningful economies of scale.
•	Pursue selective strategic acquisitions. As part of our strategy to expand our discrete semiconductor product offerings and to maximize our market opportunities, we may acquire discrete analog or mixed-signal technologies, product lines or companies in order to support our ASMCC product platform and enhance our standard and new product offerings.

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•	Discrete semiconductor products, including performance Schottky rectifiers; performance Schottky diodes; Zener diodes and performance Zener diodes, including tight tolerance and low operating current types; standard, fast, super-fast and ultra-fast recovery rectifiers; bridge rectifiers; switching diodes; small signal bipolar transistors; prebiased transistors; MOSFETs; and transient voltage suppressors;
•	Complex high-density diode, transistor and mixed technology arrays, in multi-pin ultra-miniature surface-mount packages, including customer specific and function specific arrays; and
•	Silicon wafers used in manufacturing these products.

		Approximate
		percentage of our
		net sales for the
		six months ended
End markets		June 30, 2005				End product applications
Computing			36%			Notebooks, flat panel monitors, motherboards, PDAs, multi-function printers, servers, network interface cards, hard disk drives
Consumer Electronics			34%			Set-top boxes, game consoles, digital audio players, digital cameras, mobile handset, flat panel display, personal medical devices
Industrial			18%			Ballast lighting, power supplies, DC-DC conversion, security/access systems, motor controls, HVAC
Communications			8%			Gateways, routers, switches, hubs, fiber optics, DSL, cable and standard modems, networking (wireless, ethernet, power/phone line)
Automotive			4%			Comfort controls, audio/video players, GPS navigation, safety, security, satellite radios, engine control, HID lighting

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				Approximate
Location		Use		size (sq. ft.)
Westlake Village, CA		Global headquarters			30,900
Manufacturing:
Shanghai, China (Plant 1)		Manufacturing (packaging, assembly and test), research and development, engineering			145,300
Shanghai, China (Plant 2)		Manufacturing (packaging, assembly and test) research and development, engineering			74,300
Kansas City, MO		Wafer fabrication (5”), research and development, engineering, sales and marketing			70,000
Others:
Taipei, Taiwan		Warehouse			9,000
Taipei, Taiwan		Sales and administrative offices			7,000
Shanghai, China		Regional offices			*
Shenzhen, China		Regional offices			*
Kowloon, Hong Kong		Sales, warehousing and logistics office			*
Toulouse, France		Regional sales office			*
Amherst, NH		Regional sales office			*
Lemont, IL		Regional sales office			*
Fountain Valley, CA		Regional sales office			*
Brookline, NH		Regional sales office			*

*	Less than 1,000 square feet.

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Name		Age				Position(s)
Dr. Keh-Shew Lu(1)			58			President, Chief Executive Officer and Director
Joseph Liu			63			Senior Vice President, Operations
Mark A. King			47			Senior Vice President, Sales and Marketing
Carl C. Wertz			51			Chief Financial Officer, Secretary and Treasurer
Steven Ho			50			Vice President, Asia Sales
Raymond Soong			63			Chairman of the Board of Directors
C.H. Chen(1)(2)(3)			62			Vice Chairman of the Board of Directors
Michael R. Giordano(1)(2)(4)			58			Director
M.K. Lu			57			Director
Dr. Shing Mao(3)(4)			70			Director
John M. Stich(1)(2)(3)(4)			63			Director

(1)	Member of our Strategic Planning Committee.
(2)	Member of our Compensation and Stock Options Committee.
(3)	Member of our Nominating Committee.
(4)	Member of our Audit Committee.

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•	any breach of their duty of loyalty to our company or our stockholders;
•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
•	any transaction from which the director derived an improper personal benefit.

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														Percent of
														outstanding
		Number of								Number of				shares
		shares				Number of				shares				beneficially
		beneficially				shares to				beneficially				owned(3)
		owned				be sold in				owned
		prior to				this				after the				Before				After
Name and address of beneficial owner(1)		offering(2)				offering				offering(2)				offering				offering
Lite-On Semiconductor Corporation(4)			4,601,458				750,000				3,851,458				31.5	%			23.5	%
Munder Capital Management			803,288				—				803,288				5.5				4.9
Raymond Soong(5)			269,100				—				269,100				1.8				1.6
C.H. Chen(5)			232,500				—				232,500				1.6				1.4
Michael R. Giordano(5)(6)			118,187				—				118,187				*				*
M.K. Lu(5)			23,000				—				23,000				*				*
Dr. Shing Mao(5)			54,000				—				54,000				*				*
John M. Stich(5)(7)			36,500				—				36,500				*				*
Dr. Keh-Shew Lu(5)			229,000				—				229,000				1.6				1.4
Joseph Liu(5)			300,000				—				300,000				2.0				1.8
Mark A. King(5)			81,000				—				81,000				*				*
Carl C. Wertz(5)			144,281				—				144,281				1.0				*
Steven Ho(5)			50,375				—				50,375				*				*
All directors and executive officers as a group (11 persons)(8)			1,537,943				—				1,537,943				9.7				8.7

*	Less than 1.0%.

(1)	The address of Lite-On Semiconductor is 9F. No. 233-2, Pao-Chiao Road, Hsin-Tien, Taipei-hsien 23115, Taiwan, R.O.C. The address of Munder Capital Management is 480 Pierce Street Birmingham, MI 48009-6063. The address of each our directors and executive officers is 3050 East Hillcrest Drive, Westlake Village, California 91362.

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(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)	Under Rule 13d-3 of the Securities Exchange Act of 1934, or the Exchange Act, certain shares may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the shares). In addition, under Rule 13d-3(d)(1) of the Exchange Act, shares which the person (or group) has the right to acquire within 60 days after August 15, 2005 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. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership of voting power with respect to the number of shares of common stock actually outstanding at August 15, 2005.
(4)	Lite-On Semiconductor is a public company listed on the Taiwan Stock Exchange Corporation and a member of The Lite-On Group.
(5)	Includes the following shares of common stock that the named individual has the right to acquire within 60 days after August 15, 2005 by the exercise of vested stock options:

		Shares
		subject to
Named individual		options
Raymond Soong			236,250
C.H. Chen			232,500
Michael R. Giordano			100,500
M.K. Lu			23,000
Dr. Shing Mao			45,000
John M. Stich			35,000
Dr. Keh-Shew Lu			49,000
Joseph Liu			267,500
Mark A. King			81,000
Carl C. Wertz			139,500
Steven Ho			39,500

(6)	Includes 2,250 shares of common stock held in the name of UBS Fiduciary Trust for the investment retirement account of Mr. Giordano.
(7)	Includes 1,500 shares of common stock held in the name of Stich Family Holdings LP.
(8)	Includes 1,208,750 shares that the directors and executive officers have the right to acquire within 60 days after August 15, 2005, by the exercise of vested stock options but excludes an additional 608,500 shares that the directors and executive officers will have the right to acquire upon the exercise of stock options which will become exercisable in installments more than 60 days after August 15, 2005.

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•	30,000,000 shares are designated as common stock, each with a par value of $0.662/3; and
•	1,000,000 shares are designated as preferred stock, each with a par value of $1.00.

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•	either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the corporation’s board of directors prior to the date the interested stockholder becomes an interested stockholder;
•	the interested stockholder acquired at least 85.0% of the voting stock of the corporation (other than stock held by directors who are also officers or by certain employee stock plans) in the transaction in which the stockholder became an interested stockholder; or
•	the business combination is approved by a majority of the board of directors and by the affirmative vote of 66.66% of the outstanding voting stock that is not owned by the interested stockholder.

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•	banks, insurance companies or other financial institutions;
•	persons subject to the alternative minimum tax;
•	tax-exempt organizations or government entities;
•	brokers or dealers in securities or currencies;
•	traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
•	certain former citizens or long-term residents of the United States;
•	certain foreign entities that are owned by U.S. persons, including “controlled foreign corporations” and “passive foreign investment companies;”
•	persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;
•	persons deemed to sell our common stock under the constructive sale provisions of the Code; or
•	partnerships or entities taxable as partnerships.

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•	an individual citizen or resident of the United States;
•	a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States, any state or the District of Columbia;
•	an estate whose income is subject to U.S. federal income tax regardless of its source; or
•	a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) which has made an election to be treated as a U.S. person.

•	the gain is effectively connected with your conduct of a U.S. trade or business (and if a tax treaty applies, such gain is attributable to your permanent establishment in the Unites States) (in either case, see the discussion below under “Income or Gain Effectively Connected with a United States Trade or Business”);

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•	you are an individual who holds our common stock as a capital asset (generally, an asset held for investment purposes) and who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or
•	our common stock constitutes a U.S. real property interest by reason of our status as a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

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Underwriters			Number of shares
UBS Securities LLC
A.G. Edwards & Sons, Inc.
C.E. Unterberg, Towbin, LLC
Raymond James & Associates, Inc.
WR Hambrecht + Co, LLC
	Total			2,500,000

•	receipt and acceptance of the common stock by the underwriters; and
•	the underwriters’ right to reject orders in whole or in part.

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Underwriters			No exercise				Full exercise
Per share			$				$
	Total		$				$

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•	stabilizing transactions;
•	short sales;
•	purchases to cover positions created by short sales;
•	imposition of penalty bids; and
•	syndicate covering transactions.

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	(1)	to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(2)	to any legal entity which has two or more of (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000 and (c) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
	(3)	in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

	(1)	this prospectus has not been submitted to the clearance procedures of the AMF;
	(2)	in compliance with the Decree, if you subscribe for shares of our common stock, you will be acting for your own account;
	(3)	the direct and indirect distribution by you to the public of your shares shall only be made in compliance with Articles L.411-1, L.411-2, L.412-1, and L.621-8 of the Monetary and Financial Code; and

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	(4)	where the exemption for placements within a “restricted circle of investors” is relied on and the number of such investors exceeds 100, you must declare that you have personal links, either of a professional or family nature, with any of the underwriters.

	(1)	made by investment firms, banks, or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1st September 1993 (“Decree No. 385”), Decree No. 58, Regulation No. 11522, and any other applicable laws and regulations; and
	(2)	in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

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•	Our annual report on Form 10-K for the fiscal year ended December 31, 2004 (as amended by the Form 10-K/A (Amendment No. 1)), including the information incorporated therein from the proxy statement for our 2005 annual meeting of stockholders;
•	Our quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005; and

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•	Our current reports on Form 8-K, filed on May 31, 2005 (except Item 7.01 which is furnished to, but not filed with, the SEC), July 28, 2005, September 2, 2005 and September 7, 2005.

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Consolidated Financial Statements of Diodes Incorporated
Report of Moss Adams LLP, Independent Registered Public Accounting Firm			F-3
Consolidated balance sheets as of December 31, 2003, and 2004			F-4
Consolidated statements of income for the years ended December 31, 2002, 2003, and 2004			F-6
Consolidated statements of stockholders’ equity for the years ended December 31, 2002, 2003, and 2004			F-7
Consolidated statements of cash flows for the years ended December 31, 2002, 2003, and 2004			F-8
Notes to consolidated financial statements			F-9
Unaudited Consolidated Financial Statements of Diodes Incorporated
Consolidated balance sheets as of December 31, 2004 and June 30, 2005 (unaudited)			F-28
Unaudited consolidated statements of income for the six months ended June 30, 2004 and June 30, 2005			F-30
Unaudited consolidated statements of cash flows for the six months ended June 30, 2004 and June 30, 2005			F-31
Notes to unaudited consolidated financial statements			F-33

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					December 31,
					2003				2004
ASSETS
CURRENT ASSETS
	Cash and cash equivalents				$	12,847,000			$	18,970,000
	Accounts receivable
		Trade customers				27,010,000				38,682,000
		Related parties				3,938,000				5,526,000
						30,948,000				44,208,000
		Allowance for doubtful accounts				(375,000	)			(432,000	)
						30,573,000				43,776,000
Inventories						16,164,000				22,238,000
Deferred income taxes, current						5,547,000				2,453,000
Prepaid expenses and other						2,256,000				4,243,000
Prepaid income taxes						446,000				406,000
			Total current assets			67,833,000				92,086,000
PROPERTY, PLANT AND EQUIPMENT, net						47,893,000				60,857,000
DEFERRED INCOME TAXES, non-current						1,816,000				7,970,000
OTHER ASSETS
	Goodwill					5,090,000				5,090,000
	Other					1,163,000				1,798,000
			Total assets		$	123,795,000			$	167,801,000

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					December 31,
					2003				2004
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Line of credit				$	8,488,000			$	6,167,000
	Accounts payable
		Trade				14,029,000				17,274,000
		Related parties				3,453,000				3,936,000
	Accrued liabilities					8,715,000				11,459,000
	Current portion of long-term debt
		Related party				2,500,000				2,500,000
		Others				3,333,000				1,014,000
	Current portion of capital lease obligations					161,000				165,000
			Total current liabilities			40,679,000				42,515,000
LONG-TERM DEBT, net of current portion
	Related party					3,750,000				1,250,000
	Others					3,000,000				6,583,000
CAPITAL LEASE OBLIGATIONS, net of current portion						2,334,000				2,172,000
MINORITY INTEREST IN JOINT VENTURE						2,582,000				3,133,000
STOCKHOLDERS’ EQUITY
		Preferred stock—par value $1.00 per share; 1,000,000 shares authorized; no shares issued and outstanding				—				—
		Common stock—par value $0.662/3 per share; 30,000,000 shares authorized; 14,627,284 and 15,763,266 shares issued at 2003 and 2004, respectively				9,752,000				10,509,000
		Additional paid-in capital				7,942,000				21,516,000
		Retained earnings				55,779,000				81,330,000
						73,473,000				113,355,000
Less:
		Treasury stock—1,613,508 shares of common stock, at cost				1,782,000				1,782,000
		Accumulated other comprehensive loss (gain)				241,000				(575,000	)
						2,023,000				1,207,000
			Total stockholders’ equity			71,450,000				112,148,000
			Total liabilities and stockholders’ equity		$	123,795,000			$	167,801,000

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					2002				2003				2004
NET SALES					$	115,821,000			$	136,905,000			$	185,703,000
COST OF GOODS SOLD						89,111,000				100,377,000				124,968,000
		Gross profit				26,710,000				36,528,000				60,735,000
OPERATING EXPENSES
	Selling, general and administrative					16,228,000				19,586,000				23,503,000
	Research and development					1,472,000				2,049,000				3,422,000
	Impairment of fixed assets					—				1,000,000				—
	Loss on disposal of fixed assets					43,000				37,000				14,000
			Total operating expenses			17,743,000				22,672,000				26,939,000
		Income from operations				8,967,000				13,856,000				33,796,000
OTHER INCOME (EXPENSES)
	Interest expense, net					(1,183,000	)			(860,000	)			(637,000	)
	Other					67,000				(5,000	)			(418,000	)
			Total other income (expenses)			(1,116,000	)			(865,000	)			(1,055,000	)
		Income before income taxes and minority interest				7,851,000				12,991,000				32,741,000
INCOME TAX PROVISION						(1,729,000	)			(2,460,000	)			(6,514,000	)
		Income before minority interest				6,122,000				10,531,000				26,227,000
MINORITY INTEREST IN EARNINGS OF JOINT VENTURE						(320,000	)			(436,000	)			(676,000	)
NET INCOME					$	5,802,000			$	10,095,000			$	25,551,000
EARNINGS PER SHARE
		Basic			$	0.47			$	0.79			$	1.91
		Diluted			$	0.44			$	0.70			$	1.65
	Number of shares used in computation
		Basic				12,276,899				12,730,808				13,404,276
		Diluted				13,297,490				14,406,054				15,471,438

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					Common stock
																													Accumulated
																													other
									Shares in								Common stock				Additional Paid-In				Retained				comprehensive
					Shares				Treasury				Amount				in treasury				Capital				earnings				gain (loss)				Total
BALANCE,
	December 31, 2001					13,841,496				1,613,508			$	9,228,000			$	(1,782,000	)		$	4,233,000			$	39,882,000			$	(437,000	)		$	51,124,000
	Comprehensive income, net of tax:
		Net income for the year ended December 31, 2002																								5,802,000								5,802,000
		Translation adjustments																												(40,000	)			(40,000	)
		Change in unrealized loss on derivative instruments, net of tax of $400																												(1,000	)			(1,000	)
			Total comprehensive income																															5,761,000
			Management fee from LSC																			375,000												375,000
	Exercise of stock options including $98,000 income tax benefit					97,650				—				65,000				—				354,000				—				—				419,000
BALANCE,
	December 31, 2002					13,939,146				1,613,508			$	9,293,000			$	(1,782,000	)		$	4,962,000			$	45,684,000			$	(478,000	)		$	57,679,000
	Comprehensive income, net of tax:
		Net income for the year ended December 31, 2003																								10,095,000								10,095,000
		Translation adjustments																												169,000				169,000
		Change in unrealized loss on derivative instruments, net of tax of $27,000																												68,000				68,000
			Total comprehensive income																															10,332,000
			Management fee from LSC																			286,000												286,000
	Exercise of stock options including $1,139,000 income tax benefit					688,138				—				459,000				—				2,694,000				—				—				3,153,000
BALANCE
	December 31, 2003					14,627,284				1,613,508			$	9,752,000			$	(1,782,000	)		$	7,942,000			$	55,779,000			$	(241,000	)		$	71,450,000
	Comprehensive income, net of tax:
		Net income for the year ended December 31, 2004																								25,551,000								25,551,000
		Translation adjustments																												793,000				793,000
		Change in unrealized loss on derivative instruments, net of tax of $9,000																												23,000				23,000
			Total comprehensive income																															26,367,000
			Management fee from LSC																			180,000												180,000
	Exercise of stock options including $8,514,000 income tax benefit					1,135,982				—				757,000				—				13,394,000				—				—				14,151,000
BALANCE
	December 31, 2004					15,763,266				1,613,508			$	10,509,000			$	(1,782,000	)		$	21,516,000			$	81,330,000			$	575,000			$	112,148,000

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						2002				2003				2004
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income					$	5,802,000			$	10,095,000			$	25,551,000
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization					9,747,000				11,073,000				13,173,000
		Minority interest earnings					320,000				436,000				676,000
		Loss on impairment and disposal of property, plant and equipment					43,000				1,037,000				14,000
		Changes in operating assets and liabilities
			Accounts receivable				(4,779,000	)			(8,490,000	)			(13,203,000	)
			Inventories				2,139,000				(1,248,000	)			(6,074,000	)
			Prepaid expenses and other				(711,000	)			(388,000	)			(2,474,000	)
			Deferred income taxes				646,000				270,000				5,463,000
			Accounts payable				3,153,000				5,082,000				3,728,000
			Accrued liabilities				3,481,000				—				1,468,000
			Income taxes payable				149,000				954,000				978,000
				Net cash provided by operating activities			19,990,000				18,821,000				29,300,000
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchases of property, plant and equipment						(6,777,000	)			(15,646,000	)			(26,201,000	)
	Proceeds from sales of property, plant and equipment						3,000				357,000				68,000
				Net cash used by investing activities			(6,774,000	)			(15,289,000	)			(26,133,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Advances (repayments) on line of credit, net						(3,478,000	)			5,463,000				(2,321,000	)
	Net proceeds from the issuance of common stock						321,000				2,014,000				5,628,000
	Management incentive reimbursement from LSC						375,000				375,000				375,000
	Proceeds from long-term debt						—				—				3,583,000
	Repayments of long-term debt						(11,080,000	)			(5,833,000	)			(4,819,000	)
	Minority shareholder investment in subsidiary						—				—				175,000
	Repayments of capital lease obligations						(133,000	)			(157,000	)			(158,000	)
	Dividend to minority shareholder						—				—				(300,000	)
				Net cash provided (used) by financing activities			(13,995,000	)			1,862,000				2,163,000
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS							(40,000	)			169,000				793,000
INCREASE (DECREASE) IN CASH							(819,000	)			5,563,000				6,123,000
CASH, beginning of year							8,103,000				7,284,000				12,847,000
CASH, end of year						$	7,284,000			$	12,847,000			$	18,970,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash paid during the year for:
		Interest				$	1,229,000			$	876,000			$	683,000
		Income taxes				$	965,000			$	999,000			$	2,504,000
	Non-cash activities:
		Tax benefit related to stock options credited to paid-in capital				$	98,000			$	1,139,000			$	8,514,000
		Building acquired through capital lease obligation				$	2,785,000			$	—			$	—

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			Year ended December 31
			2002				2003				2004
Net income for earnings per share computation			$	5,802,000			$	10,095,000			$	25,551,000
Basic
	Weighted average number of common shares outstanding during the year			12,276,899				12,730,808				13,404,276
	Basic earnings per share		$	0.47			$	0.79			$	1.91
Diluted
	Weighted average number of common shares outstanding used in calculating basic earnings per share			12,276,899				12,730,808				13,404,276
	Add: additional shares issuable upon exercise of stock options			1,020,591				1,675,246				2,067,162
	Weighted average number of common shares used in calculating diluted earnings per share			13,297,490				14,406,054				15,471,438
	Diluted earnings per share		$	0.44			$	0.70			$	1.65

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		For the years ended December 31,
						Amounts per												Amounts per												Amounts per
						share												share												share
		2002				Basic				Diluted				2003				Basic				Diluted				2004				Basic				Diluted
Net income		$	5,802,000			$	0.47			$	0.44			$	10,095,000			$	0.79			$	0.70			$	25,551,000			$	1.91			$	1.65
Deduct: stock-based compensation expense determined under fair value method, net of tax			(1,918,000	)			(0.15	)			(0.15	)			(1,397,000	)			(0.11	)			(0.10	)			(1,642,000	)			(0.13	)			(0.10	)
Pro forma net income		$	3,884,000			$	0.32			$	0.29			$	8,698,000			$	0.68			$	0.60			$	23,909,000			$	1.78			$	1.55

		Risk-free								Expected				Expected				Expected
December 31,		interest rate				Expected life				volatility				forfeitures				dividends
2004			3.64%				5.0 years				68.36%				2.64%				0%
2003			3.31%				5.0 years				66.18%				2.77%				0%
2002			4.03%				5.0 years				75.61%				2.77%				0%

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		2003				2004
Finished goods		$	9,920,000			$	13,118,000
Work-in-progress			1,818,000				2,025,000
Raw materials			6,519,000				9,240,000
			18,257,000				24,383,000
Less: reserves			(2,093,000	)			(2,145,000	)
		$	16,164,000			$	22,238,000

		2003				2004
Buildings and leasehold improvements		$	5,894,000			$	7,126,000
Construction in-progress			2,810,000				2,989,000
Machinery and equipment			74,171,000				90,151,000
			82,875,000				100,266,000
Less: Accumulated depreciation and amortization			(35,244,000	)			(39,671,000	)
			47,631,000				60,595,000
Land			262,000				262,000
		$	47,893,000			$	60,857,000

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						Outstanding at December 31,
2004
Credit Facility				Terms		2003				2004
$	7,500,000			Revolving, collateralized by all assets, variable		$	5,782,000			$	3,167,000
				interest (prime rate, approximately 5.25% at December 31, 2004) due monthly
$	5,000,000			Term loan, collateralized by all assets, variable interest			3,333,000				4,597,000
				(LIBOR + variable margin, approximately 3.80% at December 31, 2004) due monthly
$	25,000,000			Unsecured, interest at LIBOR plus margin (approximately 2.30% at December 31, 2004) due quarterly			3,000,000				6,000,000
$	8,960,000			Unsecured, variable interest plus margin (approximately 1.70% to 2.30% at December 31, 2003) due monthly			2,706,000				—
$	46,460,000						14,821,000				13,764,000

Less: Long-term debt, net of Related Party (included in table below)			(6,333,000	)			(7,597,000	)
Line of credit		$	8,488,000			$	6,167,000

		2003				2004
Note payable to LSC, a major stockholder of the Company (see Note 10), due in equal monthly installments of $208,000 plus interest beginning July 31, 2002, through June 30, 2006. The unsecured note bears interest at LIBOR plus 2.00% (approximately 4.10% at December 31, 2004) and is subordinated to the interest of the Company’s primary lender.		$	6,250,000			$	3,750,000
Term note portion of $25,000,000 China credit facility due in 2006			3,000,000				3,000,000
Note payable to U.S. bank, collateralized by all assets, due in aggregate monthly principal payments of $278,000 plus interest at 6.80% fixed by hedge contract through November 2004			3,333,000				—
Note payable to U.S. bank, collateralized by all assets, due in aggregate monthly principal payments of $83,000 plus interest at approximately 3.80% at December 31, 2004			—				4,597,000
			12,583,000				11,347,000
Less: Current portion			(5,833,000	)			(3,514,000	)
Long-term debt, net of current portion		$	6,750,000			$	7,833,000

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2005		$	3,514,000
2006			5,250,000
2007			1,000,000
2008			1,000,000
2009			583,000
		$	11,347,000

For years ending December 31,
2005		$	230,000
2006			230,000
2007			230,000
2008			230,000
2009			230,000
Thereafter			1,627,000
			2,777,000
Less: Interest			(440,000	)
Present value of minimum lease payments			2,337,000
Less: Current portion			(165,000	)
Long-term portion		$	2,172,000

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		2003				2004
Employee compensation and payroll taxes		$	4,501,000			$	5,779,000
Equipment purchases			1,875,000				2,012,000
Taxes payable			—				978,000
Sales commissions			686,000				437,000
Refunds to product distributors			334,000				219,000
Other			1,319,000				2,034,000
		$	8,715,000			$	11,459,000

			2002				2003				2004
Current tax provision
	U.S. Federal		$	—			$	1,167,000			$	4,922,000
	Foreign			1,231,000				1,183,000				4,745,000
	State			1,000				40,000				461,000
				1,232,000				2,390,000				10,128,000
Deferred tax expense (benefit)				497,000				70,000				(3,614,000	)
	Total income tax provision		$	1,729,000			$	2,460,000			$	6,514,000

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			2002								2003								2004
							Percent								Percent								Percent
							of pretax								of pretax								of pretax
			Amount				earnings				Amount				earnings				Amount				earnings
U.S. Federal tax			$	2,669,000				34.0			$	4,417,000				34.0			$	11,131,000				34.0
U.S. State franchise tax, net of U.S. Federal benefit				455,000				5.8				753,000				5.8				1,588,000				4.8
Foreign income tax rate difference				(1,409,000	)			(18.0	)			(2,808,000	)			(21.6	)			(6,629,000	)			(20.2	)
Other				14,000				0.2				98,000				0.8				424,000				1.3
	Income tax provision (benefit)		$	1,729,000				22.0			$	2,460,000				19.0			$	6,514,000				19.9

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			2003				2004
Deferred tax assets, current
	Inventory cost		$	272,000			$	364,000
	Accrued expenses and accounts receivable			566,000				702,000
	Net operating loss carryforwards, foreign tax credits and other			4,709,000				1,387,000
			$	5,547,000			$	2,453,000
Deferred tax assets, non-current
	Plant, equipment and intangible assets		$	(2,380,000	)		$	(2,632,000	)
	Net operating loss carryforwards, foreign tax credits and other			4,196,000				10,602,000
			$	1,816,000			$	7,970,000

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		Outstanding options
						Exercise price per share
										Weighted
		Number				Range				average
Balance, December 31, 2001			3,172,641			$	0.83-15.94			$	5.85
Granted			515,550				5.69-6.38				5.72
Exercised			(97,650	)			0.83-5.55				3.28
Canceled			(5,400	)			5.55-5.69				5.62
Balance, December 31, 2002			3,585,141				0.83-15.94				5.90
Granted			502,950				10.63-13.04				13.03
Exercised			(688,141	)			0.83-15.94				2.93
Canceled			(15,325	)			5.55-15.94				7.84
Balance, December 31, 2003			3,384,625				2.22-15.94				7.56
Granted			526,900				18.32-21.85				18.35
Exercised			(1,136,725	)			2.22-15.94				4.96
Canceled			(35,600	)			5.55-18.32				13.64
Balance, December 31, 2004			2,739,200			$	2.22-21.85			$	10.63

										Weighted average
		Range of exercise				Number				remaining contractual				Weighted average
		prices				outstanding				life (yrs)				exercise price
‘93 NQO		$	2.67-15.94				631,950				4.6			$	9.42
‘93 ISO			2.22-15.94				705,400				4.9				7.45
‘01 Plan			4.77-21.85				1,401,850				8.6				12.77
Total		$	2.22-21.85				2,739,200				6.7			$	10.63

		Range of exercise				Number				Weighted average
		prices				exercisable				exercise price
‘93 NQO		$	2.67-15.94				630,300			$	9.43
‘93 ISO			2.22-15.94				668,550			$	7.53
‘01 Plan			5.55-13.04				438,350			$	8.09
Total		$	2.22-15.94				1,737,200			$	8.36

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		2002				2003				2004
Net sales		$	16,147,000			$	14,628,000			$	20,675,000
Purchases			14,292,000				18,667,000				22,368,000

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		2002				2003				2004
Net sales		$	1,885,000			$	1,484,000			$	1,677,000
Purchases			4,394,000				2,961,000				4,789,000

			2003				2004
Accounts receivable
	LSC		$	3,111,000			$	4,180,000
	Other			827,000				1,346,000
			$	3,938,000			$	5,526,000
Accounts payable
	LSC		$	2,914,000			$	3,308,000
	Other			539,000				628,000
			$	3,453,000			$	3,936,000

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			Asia				U.S.A.				Consolidated
2004
Total sales			$	185,308,000			$	92,634,000			$	277,942,000
Intercompany sales				(75,527,000	)			(16,712,000	)			(92,239,000	)
	Net sales		$	109,781,000			$	75,922,000			$	185,703,000
Assets			$	116,729,000			$	51,072,000			$	167,801,000
Property, plant & equipment, net				48,589,000				12,268,000				60,857,000
2003
Total sales			$	124,412,000			$	72,188,000			$	196,600,000
Intercompany sales				(48,378,000	)			(11,317,000	)			(59,695,000	)
	Net sales		$	76,034,000			$	60,871,000			$	136,905,000
Assets			$	82,142,000			$	41,653,000			$	123,795,000
Property, plant & equipment, net				35,941,000				11,952,000				47,893,000
2002
Total sales			$	95,081,000			$	66,338,000			$	161,419,000
Intercompany sales				(39,592,000	)			(6,006,000	)			(45,598,000	)
	Net sales		$	55,489,000			$	60,332,000			$	115,821,000
Assets			$	63,721,000			$	41,289,000			$	105,010,000
Property, plant & equipment, net				32,313,000				12,380,000				44,693,000

2005		$	3,461,000
2006			3,481,000
2007			2,939,000
2008			2,520,000
2009			1,097,000
		$	13,498,000

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				Quarter Ended
				March 31				June 30				Sept. 30				Dec. 31
Fiscal 2004
	Net sales			$	41,435,000			$	47,017,000			$	49,364,000			$	47,887,000
	Gross profit				12,750,000				15,028,000				16,746,000				16,211,000
	Net income				4,856,000				6,123,000				7,242,000				7,330,000
	Earnings per share
		Basic		$	0.37			$	0.46			$	0.54			$	0.53
		Diluted			0.32				0.40				0.47				0.47

				Quarter Ended
				March 31				June 30				Sept. 30				Dec. 31
Fiscal 2003
	Net sales			$	29,446,000			$	33,316,000			$	34,941,000			$	39,202,000
	Gross profit				7,461,000				8,346,000				9,162,000				11,559,000
	Net income				1,923,000				2,172,000				2,563,000				3,437,000
	Earnings per share
		Basic		$	0.15			$	0.17			$	0.20			$	0.27
		Diluted		$	0.14			$	0.15			$	0.18			$	0.23

				Quarter Ended
				March 31				June 30				Sept. 30				Dec. 31
Fiscal 2002
	Net sales			$	26,924,000			$	29,946,000			$	30,287,000			$	28,664,000
	Gross profit				4,345,000				7,098,000				7,862,000				7,405,000
	Net income				208,000				1,564,000				1,767,000				2,263,000
	Earnings per share
		Basic		$	0.02			$	0.13			$	0.14			$	0.18
		Diluted			0.02				0.12				0.13				0.17

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					December 31,				June 30,
					2004				2005
									(unaudited)
ASSETS
CURRENT ASSETS
	Cash and cash equivalents				$	18,970,000			$	33,014,000
	Accounts receivable
		Customers				38,682,000				43,782,000
		Related parties				5,526,000				4,599,000
						44,208,000				48,381,000
		Less: Allowance for doubtful receivables				432,000				464,000
						43,776,000				47,917,000
	Inventories					22,238,000				22,304,000
	Deferred income taxes, current					2,453,000				2,375,000
	Prepaid expenses and other current assets					4,243,000				4,160,000
	Prepaid income taxes					406,000				883,000
			Total current assets			92,086,000				110,653,000
PROPERTY, PLANT AND EQUIPMENT, at cost, net of accumulated depreciation and amortization						60,857,000				63,005,000
Deferred income taxes, non-current						7,970,000				7,309,000
OTHER ASSETS
	Goodwill					5,090,000				5,090,000
	Other					1,798,000				323,000
TOTAL ASSETS					$	167,801,000			$	186,380,000

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					December 31,				June 30,
					2004				2005
									(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
	Line of credit				$	6,167,000			$	—
	Accounts payable
		Trade				17,274,000				18,374,000
		Related parties				3,936,000				6,071,000
	Accrued liabilities					11,459,000				12,730,000
	Current portion of long-term debt
		Related party				2,500,000				2,500,000
		Other				1,014,000				4,391,000
	Current portion of capital lease obligations					165,000				136,000
			Total current liabilities			42,515,000				44,202,000
LONG-TERM DEBT, net of current portion
		Related party				1,250,000				—
		Other				6,583,000				3,877,000
CAPITAL LEASE OBLIGATIONS, net of current portion						2,172,000				1,678,000
MINORITY INTEREST IN JOINT VENTURE						3,133,000				3,630,000
STOCKHOLDERS’ EQUITY
	Preferred stock—par value $1.00 per share; 1,000,000 shares authorized; no shares issued and outstanding					—				—
	Common stock—par value $0.662/3 per share; 30,000,000 shares authorized; 15,763,266 and 16,185,552 shares issued at December 31, 2004 and June 30, 2005, respectively					10,509,000				10,791,000
	Additional paid-in capital					21,516,000				26,946,000
	Retained earnings					81,330,000				96,235,000
						113,355,000				133,972,000
	Less:
		Treasury stock—1,613,508 shares of common stock, at cost				1,782,000				1,782,000
		Accumulated other comprehensive income				(575,000	)			(803,000	)
						1,207,000				979,000
			Total stockholders’ equity			112,148,000				132,993,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY					$	167,801,000			$	186,380,000

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					Three months ended								Six months ended
					June 30,								June 30,
					2004				2005				2004				2005
NET SALES					$	47,017,000			$	50,598,000			$	88,442,000			$	99,198,000
COST OF GOODS SOLD						31,989,000				33,101,000				60,664,000				65,105,000
		Gross profit				15,028,000				17,497,000				27,778,000				34,093,000
OPERATING EXPENSES
	Selling, general and administrative expenses					6,417,000				7,196,000				11,908,000				13,888,000
	Research and development expenses					815,000				850,000				1,562,000				1,750,000
	Loss (gain) on sale of fixed assets					(8,000	)			—				15,000				(105,000	)
			Total operating expenses			7,224,000				8,046,000				13,485,000				15,533,000
		Income from operations				7,804,000				9,451,000				14,293,000				18,560,000
OTHER INCOME (EXPENSE)
	Interest income					8,000				39,000				10,000				43,000
	Interest expense					(153,000	)			(118,000	)			(337,000	)			(277,000	)
	Other					24,000				12,000				(124,000	)			(21,000	)
						(121,000	)			(67,000	)			(451,000	)			(255,000	)
		Income before income taxes and minority interest				7,683,000				9,384,000				13,842,000				18,305,000
INCOME TAX PROVISION						(1,383,000	)			(1,461,000	)			(2,543,000	)			(2,903,000	)
		Income before minority interest				6,300,000				7,923,000				11,299,000				15,402,000
MINORITY INTEREST IN JOINT VENTURE EARNINGS						(177,000	)			(258,000	)			(319,000	)			(497,000	)
NET INCOME					$	6,123,000			$	7,665,000			$	10,980,000			$	14,905,000
EARNINGS PER SHARE
		Basic			$	0.46			$	0.53			$	0.83			$	1.04
		Diluted			$	0.40			$	0.47			$	0.72			$	0.93
	Number of shares used in computation
		Basic				13,265,146				14,418,819				13,180,992				14,318,916
		Diluted				15,329,760				16,209,651				15,306,089				16,071,423

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							Six months ended June 30,
							2004				2005
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income						$	10,980,000			$	14,905,000
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization					6,145,000				7,813,000
			Minority interest earnings					319,000				497,000
			Share grant expense					—				358,000
			Loss (gain) on sale of property, plant and equipment					15,000				(105,000	)
	Changes in operating assets:
			Accounts receivable					(6,568,000	)			(4,336,000	)
			Inventories					(3,486,000	)			(66,000	)
			Prepaid expenses and others					(66,000	)			1,558,000
				Deferred income taxes				334,000				263,000
	Changes in operating liabilities:
			Accounts payable					3,889,000				3,235,000
			Accrued liabilities					2,219,000				(1,207,000	)
				Income taxes payable				—				1,223,000
					Net cash provided by operating activities			13,781,000				24,138,000
CASH FLOWS FROM INVESTING ACTIVITIES
	Purchase of property, plant and equipment							(10,300,000	)			(6,845,000	)
	Proceeds from sale of property, plant and equipment							55,000				—
					Net cash used by investing activities			(10,245,000	)			(6,845,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Repayments of line of credit, net							(827,000	)			(6,167,000	)
	Net proceeds from the issuance of common stock							1,868,000				2,973,000
		Repayments of long-term debt, net						(2,916,000	)			(579,000	)
	Repayments of capital lease obligations							(90,000	)			(79,000	)
	Management incentive reimbursement from LSC							375,000				375,000
	Dividend to minority shareholder							(300,000	)			—
					Net cash used by financing activities			(1,890,000	)			(3,477,000	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS								93,000				228,000
INCREASE (DECREASE) IN CASH AND EQUIVALENTS								1,739,000				14,044,000
CASH AT BEGINNING OF PERIOD								12,847,000				18,970,000
CASH AT END OF PERIOD							$	14,586,000			$	33,014,000

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				Six months ended June 30,
				2004				2005
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Cash paid during the period for:
		Interest		$	343,000			$	289,000
		Income taxes		$	1,592,000			$	1,627,000
	Non-cash activities:
		Tax benefit of stock options exercised credited to additional paid-in capital		$	1,755,000			$	2,201,000

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		December 31,				June 30,
		2004				2005
Finished goods		$	13,118,000			$	13,389,000
Work-in-progress			2,025,000				2,511,000
Raw materials			9,240,000				8,558,000
			24,383,000				24,458,000
Less: Reserves			(2,145,000	)			(2,154,000	)
Net inventory		$	22,238,000			$	22,304,000

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		For the three months ended June 30
		(in 000’s except per share data),
		Amounts per share												Amounts per share
		2004				Basic				Diluted				2005				Basic				Diluted
Net income		$	6,123			$	0.46			$	0.40			$	7,665			$	0.53			$	0.47
Additional compensation for fair value of stock options, net of tax effect			(316	)			(0.02	)			(0.02	)			(567	)			(0.04	)			(0.03	)
Pro forma net income		$	5,807			$	0.44			$	0.38			$	7,098			$	0.49			$	0.44

		For the six months ended June 30
		(in 000’s except per share data),
		Amounts Per Share												Amounts Per Share
		2004				Basic				Diluted				2005				Basic				Diluted
Net income		$	10,980			$	0.83			$	0.72			$	14,905			$	1.04			$	0.93
Additional compensation for fair value of stock options, net of tax effect			(630	)			(0.04	)			(0.04	)			(1,083	)			(0.07	)			(0.07	)
Pro forma net income		$	10,350			$	0.79			$	0.68			$	13,822			$	0.97			$	0.86

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Three Months Ended June 30, 2004		Revenue				% of Total Revenue
United States		$	13,823,000				29.4
Taiwan		$	12,434,000				26.4
China		$	10,837,000				23.0
All Others		$	9,923,000				21.2
Total		$	47,017,000				100.0

Three Months Ended June 30, 2005		Revenue				% of Total Revenue
Taiwan		$	17,042,000				33.7
United States		$	13,085,000				25.9
China		$	12,852,000				25.4
All Others		$	7,619,000				15.0
Total		$	50,598,000				100.0

Six Months Ended June 30, 2004		Revenue				% of Total Revenue
United States		$	25,550,000				28.9
Taiwan		$	23,464,000				26.5
China		$	19,161,000				21.7
All Others		$	20,267,000				22.9
Total		$	88,442,000				100.0

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Six Months Ended June 30, 2005		Revenue				% of Total Revenue
Taiwan		$	33,606,000				33.9
China		$	25,535,000				25.7
United States		$	25,157,000				25.4
All Others		$	14,900,000				15.0
Total		$	99,198,000				100.0

										Consolidated
Three Months Ended June 30, 2004		Far East				North America				Segments
Total sales		$	46,185,000			$	24,051,000			$	70,236,000
Inter-company sales			(18,733,000	)			(4,486,000	)			(23,219,000	)
Net sales		$	27,452,000			$	19,565,000			$	47,017,000
Property, plant and equipment		$	43,617,000			$	11,819,000			$	55,436,000
Assets		$	99,438,000			$	43,595,000			$	143,033,000

										Consolidated
Three Months Ended June 30, 2005		Far East				North America				Segments
Total sales		$	56,088,000			$	21,554,000			$	77,642,000
Inter-company sales			(22,815,000	)			(4,229,000	)			(27,044,000	)
Net sales		$	33,273,000			$	17,325,000			$	50,598,000
Property, plant and equipment		$	51,582,000			$	11,423,000			$	63,005,000
Assets		$	135,414,000			$	50,966,000			$	186,380,000

										Consolidated
Six Months Ended June 30, 2004		Far East				North America				Segments
Total sales		$	87,086,000			$	45,428,000			$	132,514,000
Inter-company sales			(35,695,000	)			(8,367,000	)			(44,072,000	)
Net sales		$	51,391,000			$	37,061,000			$	88,442,000
Property, plant and equipment		$	43,617,000			$	11,819,000			$	55,436,000
Assets		$	99,438,000			$	43,595,000			$	143,033,000

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											Consolidated
Six Months Ended June 30, 2005			Far East				North America				Segments
Total sales			$	108,803,000			$	42,924,000			$	151,727,000
Inter-company sales				(44,649,000	)			(7,880,000	)			(52,529,000	)
	Net sales		$	64,154,000			$	35,044,000			$	99,198,000
Property, plant and equipment			$	51,582,000			$	11,423,000			$	63,005,000
Assets			$	135,414,000			$	50,966,000			$	186,380,000

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ITEM 14.	OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission registration fee			$	11,904
NASD filing fee				10,500
Nasdaq National Market listing fee				21,250
Accounting fees and expenses				110,000
Legal fees and expenses				500,000
Printing and engraving expenses				60,000
Transfer agent and registrar fees				6,000
Miscellaneous				100,346
	Total		$	820,000

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•	any breach of their duty of loyalty to the corporation or its stockholders;
•	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
•	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
•	any transaction from which the director derived an improper personal benefit.

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ITEM 16.	Exhibits.

Exhibit
number				Description of exhibit
	1	.1		Form of Underwriting Agreement
	3	.1		Certificate of Incorporation, as amended
	4	.1*		Form of Certificate for Common Stock, par value $0.662/3 per share
	5	.1		Opinion of Sheppard, Mullin, Richter & Hampton, LLP
	23	.1		Consent of Sheppard, Mullin, Richter & Hampton, LLP (included in its opinion filed as Exhibit 5.1)
	23	.2		Consent of Moss Adams, LLP
	24	.1*		Power of Attorney (See p. II-5 of Registration Statement on Form S-3 filed on August 25, 2005)
	24	.2		Power of Attorney for Shing Mao

*	Previously filed.

ITEM 17.	UNDERTAKINGS.

a.	The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933 (the “Securities Act”), the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

b.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

c.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers and controlling persons of the registrant pursuant to the foregoing

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provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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By:	/s/ Keh-Shew Lu

Signature				Title		Date
/s/ Keh-Shew Lu   Dr. Keh-Shew Lu				President and Chief Executive Officer, and Director (Principal Executive Officer)		September 8, 2005
*   Carl C. Wertz				Chief Financial Officer (Principal Financial and Accounting Officer)		September 8, 2005
*   Raymond Soong				Director		September 8, 2005
*   C.H. Chen				Director		September 8, 2005
*   Michael R. Giordano				Director		September 8, 2005
*   M.K. Lu				Director		September 8, 2005
/s/ Shing Mao   Shing Mao				Director		September 8, 2005
*   John M. Stich				Director		September 8, 2005
*By		/s/ Keh-Shew Lu   Dr. Keh-Shew Lu Attorney-in-Fact

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Exhibit
Number				Description of Exhibit
	1	.1		Form of Underwriting Agreement
	3	.1		Certificate of Incorporation, as amended
	4	.1*		Form of Certificate for Common Stock, par value $0.662/3 per share
	5	.1		Opinion of Sheppard, Mullin, Richter & Hampton, LLP
	23	.1		Consent of Sheppard, Mullin, Richter & Hampton, LLP (included in its opinion filed as Exhibit 5.1)
	23	.2		Consent of Moss Adams, LLP
	24	.1*		Power of Attorney (See p. II-5 of Registration Statement on Form S-3 filed on August 25, 2005)
	24	.2		Power of Attorney for Shing Mao

*	Previously filed.

 

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                                                                     Exhibit 3.1


                          CERTIFICATE OF INCORPORATION
                                       OF
                              DIODES INCORPORATED


     FIRST:  The name of the corporation (hereinafter called the "Company") is
DIODES INCORPORATED.

     SECOND:  The registered office of the Company in the State of Delaware is
located at 100 West Tenth Street, in the City of Wilmington, in the County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

     THIRD:  The nature of the business, or objects or purposes to be
transacted, promoted, or carried on are as follows:

     (1)  To engage in the business of manufacturing solid state and electric
devices.

     (2)  To do everything necessary, proper, advisable, or convenient for the
accomplishment of the purposes hereinabove set forth, and to do all other
things incidental thereto connected therewith, which are not forbidden by
statute or by this Certificate of Incorporation.

     (3)  To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     (4)  To carry out the purposes hereinabove set forth in any state,
territory, district or possession of the United States, or in any foreign
country, to the extent that such purposes are not forbidden by the law of such
state, territory, district or possession of the United States, or by such
foreign country; and, in the case of any state or territory, district or
possession of the United States, or any foreign country, in which one or more
of such purposes are forbidden by law.



                                      -1-


to limit the purpose or purposes for which the company proposes to carry on in
such state, territory, district or possession of the United States, or foreign
country, to such purpose or purposes as are not forbidden by the law thereof,
and any certificate for application to do business in such state, territory,
district or possession of the United States, or foreign country.

     FOURTH: The Company is authorized to issue a total of ten million
(10,000,000) shares of all classes of stock. Of such total number of authorized
shares of stock, nine million (9,000,000) shares are Common Stock, each of which
shares of Common Stock has a par value of Sixty-Six and Two-Thirds Cents
($.66-2/3), and one million (1,000,000) shares are Preferred Stock, each of
which shares of Preferred Stock has a par value of One Dollar ($1.00).

     A statement of the designations of the authorized classes of stock or of
any series thereof, and the powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, or of the authority of the Board of Directors to fix by
resolution or resolutions such designations and other terms, is as follows:

     (1)  Preferred Stock:

     Shares of Preferred Stock may be issued from time to time in one or more
series.

     The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Article FOURTH, to fix by resolution or resolutions
the designation of each series of Preferred Stock and the powers, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including, without
limiting the generality of the foregoing, such


                                      -2-

provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution or resolutions of the
Board of Directors under the General Corporation Law of Delaware.

     If any proposed amendment to the Certificate of Incorporation of the
Company would alter or change the preferences, special rights or powers given
to any one or more outstanding series of Preferred Stock, so as to affect such
series adversely, or would authorize the issuance of a class or classes of
stock having preferences or rights with respect to dividends or dissolution or
the distribution of assets that would be superior to the preferences or rights
of such series of Preferred Stock, then the holders of each such series of
Preferred Stock so affected by the amendment shall be entitled to vote as a
series upon such amendment, and the affirmative vote of two-thirds (2/3) of the
outstanding shares of each such series shall be necessary to the adoption
thereof, in addition to such other vote as may be required by the General
Corporation Law of Delaware.

     The number of authorized shares of Preferred Stock may be increased or
decreased by the affirmative vote of the holders of a majority of the stock of
the Company entitled to vote, without there being a class vote of the Preferred
Stock.

     (2)  Common Stock:

     Subject to all of the preferences and rights of the Preferred Stock or a
series thereof that may be fixed by a resolution or resolutions of the Board of
Directors, dividends may be paid on the Common Stock as and when declared by
the Board of Directors, out of any funds of the Company legally available for
the payment of such dividends.


                                      -3-

     Except as may otherwise be provided by a resolution or resolutions of
the Board of Directors concerning the Preferred Stock or a series thereof, or
by this Certificate of Incorporation or the General Corporation Law of
Delaware, the holders of the shares of Common Stock issued and outstanding
shall have and possess the exclusive right to notice of stockholders' meetings
and the exclusive power to vote.

     FIFTH: The name and mailing address of the incorporator is as follows:

                    Name                          Address
                    ----                          -------

              A. D. Grier                   100 West Tenth Street
                                            Wilmington, Delaware

     SIXTH: At all elections of Directors of the Company, each stockholder who
is entitled to vote upon such election shall be entitled to as many votes as
shall be equal to the number of votes which (except for this provision as to
cumulative voting) he would be entitled to cast for the election of Directors
with respect to his shares of stock multiplied by the number of Directors to be
elected, and he may cast all of such votes for a single Director or may
distribute them among the number to be voted for or for any two or more of
them, as he sees fit.

     SEVENTH: In furtherance and not in limitation of the powers conferred by
statue, the Board of Directors is expressly authorized to make, alter or repeal
the By-Laws of the Company.

     EIGHTH: The Company shall indemnify any and all persons whom it has the
power to indemnify pursuant to the General Corporation Law of Delaware against
any and all expenses, judgments, fines, amounts paid in settlement, and any
other liabilities to the fullest

                                      -4-

extent permitted by such Law and may, at the discretion of the Board of
Directors, purchase and maintain insurance, at its expense, to protect itself
and such persons against any such expense, judgment, fine, amount paid in
settlement or other liability, whether or not the Company would have the power
to so indemnify such person under the General Corporation Law of Delaware.

     I, THE UNDERSIGNED, being the incorporator, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware,
do make, file and record this Certificate of Incorporation, do hereby certify
the facts herein stated are true, and have accordingly hereunto set my hand
this 26th day of July, 1968.

                                                 /s/   A. D. Grier
                                                 -----------------


STATE OF DELAWARE   )
                    ) SS.
COUNTY OF NEW CASTLE)

     BE IT REMEMBERED that on this 26th day of July, 1968, personally came
before me, the subscriber, a Notary Public for the State and County aforesaid,
A. D. Grier, known to me personally to be such, and acknowledged the said
Certificate of Incorporation to be her act and deed and that the facts therein
stated are truly set forth.

     GIVEN under my hand and seal of office the day and year aforesaid.


                                              /s/ NOT LEGIBLE [ATWELL]
                                             --------------------------
                                                    Notary Public

                                                                        [SEAL]

                                      -5-

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER, dated as of the 10th day of January, 1969,
pursuant to Section 4118 of the California Corporations Code, and to Section
252 of the General Corporation Law of the State of Delaware, by and between
DIODES INCORPORATED, a California corporation (hereinafter sometimes called
"Old Diodes") and DIODES INCORPORATED, a Delaware corporation (hereinafter
sometimes called "Diodes Delaware") (the two corporate parties hereto being
sometimes collectively referred to as the "Constituent Corporations"):

                              W I T N E S S E T H:

     WHEREAS, Diodes Delaware is a corporation duly organized and existing
under the laws of the State of Delaware, and pursuant to its Certificate of
Incorporation is authorized to issue a total of nine million (9,000,000) shares
of Common Stock, Sixty-Six and Two-Thirds Cents ($.66-2/3) par value, or a
total of Six Million Dollars ($6,000,000) par value, and one million
(1,000,000) shares of Preferred Stock, One Dollar ($1.00) par value, or a total
of One Million Dollars ($1,000,000) par value; and

     WHEREAS, Diodes Delaware has outstanding, as of the date hereof, 1,000
shares of Common Stock, all of which are owned of record and beneficially by
Old Diodes and each of which is entitled to one vote and no shares of Preferred
Stock; and

     WHEREAS, Old Diodes is a corporation duly organized and existing under the
laws of the State of California, and pursuant to its Articles of Incorporation
as amended to the date hereof is authorized to issue a total

                                      -1-

of nine million (9,000,000) shares of Capital Stock, Sixty-Six and Two-Thirds
Cents ($.66-2/3) par value, or a total of Six Million Dollars par value; and

     WHEREAS, Old Diodes has outstanding as of the date hereof approximately
1,814,976-1/4 shares of its Capital Stock, each of which is entitled to one
vote; and

     WHEREAS, the principal and registered office of Diodes Delaware in the
State of Delaware is 100 West Tenth Street, in the City of Wilmington, County of
New Castle; and

     WHEREAS, the principal office of Old Diodes in the State of California is
located at 20235 Nordhoff Street, Chatsworth, County of Los Angeles; and

     WHEREAS, the Board of Directors of Diodes Delaware has adopted resolutions
declaring advisable the proposed merger (hereinafter referred to as the
"merger") of Old Diodes into Diodes Delaware on the terms and conditions
hereinafter set forth and approving this Agreement and Plan of Merger, and the
Board of Directors of Old Diodes has by resolution adopted this Agreement and
Plan of Merger, and both such Boards of Directors have directed that this
Agreement and Plan of Merger be submitted to their respective stockholders at
separate meetings called for the purpose of taking the same under
consideration, in accordance with the applicable statutes of the State of
California and Delaware.

     NOW, THEREFORE, the Constituent Corporations do hereby agree to merge on
the terms and conditions herein provided, as follows:


                                      -2-

                                   ARTICLE I

                                    GENERAL

     1.01      The corporations parties to this Agreement and Plan of Merger
(hereinafter sometimes called the "Agreement"), agree to effect the merger
herein provided for, subject to the terms and conditions herein set forth.

     1.02      Upon the Effective Date, as defined in Section 1.08 hereof, Old
Diodes shall be merged into Diodes Delaware, which latter company shall be the
Surviving Corporation, governed by the laws of the State of Delaware, the name
of which shall continue to be Diodes Incorporated.

     1.03      The Certificate of Incorporation of Diodes Delaware in effect on
the Effective Date shall, until amended, be and remain the Certificate of
Incorporation of the Surviving Corporation.

     1.04      The By-Laws of Diodes Delaware in effect on the Effective Date
shall be and remain the By-Laws of the Surviving Corporation, until altered,
amended or repealed.

     1.05      Upon the Effective Date, the separate existence of Old Diodes
shall cease and Old Diodes shall be merged into the Surviving Corporation. The
Surviving Corporation shall, from and after the Effective Date, possess all the
rights, privileges, powers, and franchises of whatsoever nature and
description, as well of a public as of a private nature, and be subject to all
the restrictions, disabilities and duties of each of the Constituent
Corporations; and all and singular, the rights, privileges, powers and
franchises of each of the Constituent Corporations, and all property, real,
personal and mixed, and all debts


                                      -3-

due to either of the Constituent Corporations or whatever account, as well for
stock subscriptions as all other things in action or belonging to each of the
Constituent Corporations, and every devise or bequest which either of the
Constituent Corporations would have been capable of taking shall be vested in
the Surviving Corporation without further act or deed; and all property, rights,
privileges, powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation as they
were of the several and respective Constituent Corporations, and the title to
any real estate vested by deed or otherwise, in any of the Constituent
Corporations, shall not revert or be in any way impaired by reason of such
merger. All rights of creditors and all liens upon the property of the
Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities, and duties of the Constituent Corporations shall thenceforth attach
to the Surviving Corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by it. Any claim existing or action or proceeding, whether civil, criminal or
administrative, pending by or against either Constituent Corporation may be
prosecuted to judgment or decree as if such merger had not taken place, or the
Surviving Corporation may be substituted in such action or proceeding.

     1.06      The Constituent Corporations each hereby agrees that at any
time, or from time to time, as and when requested by the Surviving Corporation,
or by its successors and assigns, it will execute and deliver, or cause to be
executed and delivered in its name by its last acting officers, or by the
corresponding officers of the Surviving Corporation, all such conveyances,
assignments, transfers, deeds, or other instruments, and will take or cause to
be taken such further or other



                                      -4-

action as the Surviving Corporation, its successors or assigns may deem
necessary or desirable in order to evidence the transfer, vesting or devolution
of any property, right, privilege or franchise or to vest or perfect in or
confirm to the Surviving Corporation, its successors and assigns, title to and
possession of all of the property, rights, privileges, powers, immunities,
franchises and interests referred to in this Article I and otherwise to carry
out the intent and purposes hereof.

     1.07      Each of the Constituent Corporations shall take, or cause to be
taken, all action or do, or cause to be done, all things necessary, proper or
advisable under the laws of the States of California and Delaware to consummate
and make effective the merger.

     1.08      Subject to the terms and conditions herein provided, as soon as
practicable after the adoption of this Agreement by the shareholders of Old
Diodes and Diodes Delaware, respectively, a Certificate of Merger incorporating
this Agreement shall be filed under Section 4119 of the California Corporations
Code with the Secretary of the State of California, and this Agreement,
certified by the secretary or assistant secretary of Diodes Delaware under the
seal of that corporation, shall be filed under Section 252 of the General
Corporation Law of the State of Delaware with the Secretary of State of
Delaware and a certified copy thereof shall be recorded in the office of the
Recorder of New Castle County, Delaware, where the Certificate of Incorporation
is recorded, in accordance with Section 103 of the General Corporation Law of
the State of Delaware. This Agreement shall become effective at the close of
business on the day (hereinafter called the "Effective Date") on which both of
such filings have been completed.

                                      -5-

                                   ARTICLE II

                   CAPITAL STOCK OF THE SURVIVING CORPORATION


     2.01     The manner of converting the shares of each of the Constituent
Corporations into shares of the Surviving Corporation shall be as hereinafter
set forth in this Article II.


     2.02     Each share of the Common Stock of Diodes Delaware issued and
outstanding immediately prior to the Effective Date shall be cancelled.


     2.03     Each share of the Capital Stock of Old Diodes issued and
outstanding immediately prior to the Effective Date, shall automatically and
without any action on the part of the holder thereof, be converted, upon the
Effective Date, into one share of Common Stock of Diodes Delaware. Each
certificate of Old Diodes evidencing ownership of any such shares shall, from
and after the effective date, evidence ownership of the same number of shares of
Common Stock of Diodes Delaware. Holders of certificates representing shares of
Capital Stock of Old Diodes will not be required to surrender such certificates
in exchange for certificates for shares of Common Stock of Diodes Delaware.
Whenever certificates which previously represented shares of Common Stock of Old
Diodes are surrendered for transfer, Diodes Delaware will cause to be issued
certificates representing an equal number of shares of Common Stock of Diodes
Delaware, and at any time upon surrender by any holder of certificates which
previously represented shares of Capital Stock of Old Diodes, Diodes Delaware
will cause to be issued therefor certificates for an equal number of shares of
Common Stock of Diodes Delaware.


      2.04     Upon the Effective Date, Diodes Delaware shall assume all stock
options granted by Old Diodes, to the extent that such options are outstanding
immediately prior to the effective date, whether or not then exercisable, by
substituting for the Capital Stock of Old Diodes allocable to such options
shares of Common Stock of Diodes Delaware on the basis set forth in Section 2.03
hereof and on a basis which will comply with Section 425 of the Internal Revenue
Code and other applicable statutes set forth in the Internal Revenue Code.


      2.05     In the event that Old Diodes shall be obligated by contract
immediately prior to the Effective Date to issue any shares of its Capital
Stock, Diodes Delaware shall be obligated to issue in lieu thereof shares of its
Common Stock on the basis set forth in Section 2.03 hereof.


                                  ARTICLE III

                  STOCK OPTION PLAN; EMPLOYMENT ARRANGEMENTS;
                      PROFIT SHARING AND RETIREMENT PLAN;
                             OFFICERS AND DIRECTORS


      3.01     Upon the Effective Date, Diodes Delaware shall have as stock
option plan the qualified Stock Option Plan for officers and employees of Old
Diodes, as amended. From and after the Effective Date the references in said
Stock Option Plan (i) to "Company" shall be to Diodes Delaware, and (ii) to the
"Board of Directors" and "Committee" shall be to the Board of Directors and
Committee of Diodes Delaware. The Board of Directors and Committee of Diodes
Delaware, upon the Effective Date, shall be vested with powers to administer
said Stock Option Plan, as amended, referred to in this Section 3.01.


                                      -7-


      3.02     The employees of Old Diodes shall, upon the Effective Date,
become employees of Diodes Delaware and shall continue to be entitled to
benefits substantially equivalent to those which they enjoyed as employees of
Old Diodes.

      3.03     The directors and officers of Old Diodes in office on the
Effective Date shall continue in office as, and shall be and constitute, the
directors and officers of Diodes Delaware for the term elected and until their
respective successors shall be elected or appointed and qualified.

                                   ARTICLE IV
                           TERMINATION AND AMENDMENT

      4.01     Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated by written notice of termination at any time
before completion of the respective filings with the Secretary of State of
California and the Secretary of State of Delaware referred to in Section 1.08
hereof (whether before or after approval hereof by the shareholders of the
Constituent Corporations, or either of them) by appropriate resolution of the
Board of Directors of Old Diodes, for any reason deemed appropriate by said
Board of Directors.


                                   ARTICLE V
                                 MISCELLANEOUS

      5.01     Descriptive headings are for convenience only and shall not
control or affect the meaning or construction of any provisions of this
Agreement.


                                      -8-






     5.02   This Agreement may be executed in any number of counterparts or
may be, where the same are not required, certified or otherwise delivered
without the testimonium clause and signatures; each such counterpart hereof
shall be deemed to be an original instrument, but all such counterparts together
shall constitute but one agreement.




                                       DIODES INCORPORATED
                                          (California)
ATTEST:

/s/ NORMAN H. KIRSHMAN                 /s/ W. LLOYD
- ------------------------               ------------------------
              Secretary                              President



DIODES INCORPORATED
   INCORPORATED
   JUNE 15, 1959
   CALIFORNIA                          DIODES INCORPORATED
                                          (Delaware)
ATTEST:

/s/ NORMAN H. KIRSHMAN                 /s/ W. LLOYD
- ------------------------               ------------------------
              Secretary                              President


DIODES INCORPORATED
   CORPORATE SEAL
   1968
   DELAWARE

     I, NORMAN H. KIRSHMAN, Secretary of DIODES INCORPORATED, a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such secretary and under the seal of the said corporation, that the
Agreement of Merger to which this certificate is attached, after having been
first duly signed on behalf of the said corporation and having been signed on
behalf of DIODES INCORPORATED, a corporation of the State of California, was
duly submitted to the stockholders of said DIODES INCORPORATED, a Delaware
corporation, at a special meeting of said stockholders called and held
separately from the meeting of stockholders of any other corporation after at
least 20 days' notice by mail as provided by section 252 and section 251 of
Title 8 of the Delaware Code of 1953 on the 25th day of September, 1968, for
the purpose of considering and taking action upon the proposed Agreement of
Merger; that 1,000 shares of stock of said corporation were on said date issued
and outstanding; that the proposed Agreement of Merger was approved by the
stockholders by an affirmative vote representing at least two-thirds of the
total number of shares of the outstanding capital stock of said corporation,
and that thereby the Agreement of Merger was at said meeting duly adopted as
the act of the stockholders of said DIODES INCORPORATED, a Delaware
corporation, and the duly adopted agreement of said corporation.

     WITNESS my hand and seal of said DIODES INCORPORATED, a Delaware
corporation, on this 10th day of January, 1969.

                                   /s/ Norman H. Kirshman
                                   --------------------------------
                                       NORMAN H. KIRSHMAN
                                       Secretary

DIODES INCORPORATED
   CORPORATE SEAL
   1968
   DELAWARE

                                      -10-





     THE ABOVE AGREEMENT OF MERGER, having been executed on behalf of each
corporate party thereto, in accordance with the provisions of the General
Corporation Law of the State of Delaware, and the Corporations Code of the State
of California, the President of each corporate party thereto does now hereby
execute the said Agreement of Merger and the Secretary of each corporate party
thereto does now hereby attest the said Agreement of Merger under the corporate
seals of their respective corporations, by authority of the directors and
stockholders thereof, as the respective act, deed and agreement of each of said
corporations, on this 10th day of January, 1969.



DIODES INCORPORATED                                     DIODES INCORPORATED,
INCORPORATED JUNE 15, 1959                              A California Corporation
CALIFORNIA

                                                        /s/ W. LLOYD
                                                        ------------------------
                                                                       President
ATTEST:



/s/ NORMAN H. KIRSHMAN
- -------------------------
                Secretary


DIODES INCORPORATED                                     DIODES INCORPORATED,
(CORPORATE SEAL)                                        A Delaware Corporation
1968
DELAWARE


                                                        /s/ W. LLOYD
                                                       -------------------------
                                                                       President
ATTEST:



/s/ NORMAN H. KIRSHMAN
- -------------------------
                Secretary

STATE OF CALIFORNIA  )
                     ) SS.
COUNTY OF LOS ANGELES)

     BE IT REMEMBERED that on this 10th day of January, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, W. LLOYD,
President of Diodes Incorporated, a corporation of the State of Delaware, and he
duly executed said certificate before me and acknowledged the said certificate
to be his act and deed and the act and deed of said corporation and the facts
stated therein are true; and that the seal affixed to said certificate and
attested by the Secretary of said corporation is the common or corporate seal of
said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

                                        /s/ THELMA J. KERRIS
                                        ---------------------------
                                              Notary Public


                                        [SEAL GRAPHIC]
                                        OFFICIAL SEAL
                                        THELMA J. KERRIS
                                        NOTARY PUBLIC - CALIFORNIA
                                        PRINCIPAL OFFICE IN
                                        LOS ANGELES COUNTY

                                        My Commission Expires August 10, 1971




                                      -12-

STATE OF CALIFORNIA   |
COUNTY OF LOS ANGELES | ss.


     BE IT REMEMBERED that on this 10th day of January, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, W. LLOYD,
President of Diodes Incorporated, a corporation of the State of California, and
he duly executed said certificate before me and acknowledged the said
certificate to be his act and deed and the act and deed of said corporation and
the facts stated therein are true; and that the seal affixed to said
certificate and attested by the Secretary of said corporation is the common or
corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.


                                                      Thelma J. Kerris
                                            ------------------------------------
                                                       Notary Public

                                                       [SEAL GRAPHIC]
                                                       OFFICIAL SEAL
                                                      THELMA J. KERRIS
                                                 NOTARY PUBLIC - CALIFORNIA
                                                    PRINCIPAL OFFICE IN
                                                     LOS ANGELES COUNTY

                                           My Commission Expires August 13, 1971


                                      -13-

                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                     AND RIGHTS OF CLASS A PREFERRED STOCK

                                       OF

                              DIODES INCORPORATED
                              -------------------

                             a Delaware corporation

     DIODES INCORPORATED, a corporation organized and existing under the
General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

     That, pursuant to the authority conferred on the Board of Directors by the
Certificate of Incorporation of said corporation, and pursuant to the provisions
of Section 151 of Title 8 of the Delaware Code of 1953, said Board of Directors,
by the unanimous consent of its members filed with the minutes of the Board on
November 25, 1993, adopted the following resolutions providing for the issuance
of a series of ONE HUNDRED AND SIXTY NINE THOUSAND SIX HUNDRED AND TWENTY NINE
(169,629) shares of Preferred Stock, designated Class A Preferred Stock, and
providing for designations, relative rights, preferences, privileges and
limitations of said Class A Preferred Stock.

     "RESOLVED, that this Board shall, and hereby does, authorize the issuance
to Lite-On Power Semiconductor, a Taiwan corporation of 169,629 shares of this
Corporation's authorized but unissued $1.00 Par Value Preferred Stock,
designated Class A Preferred Stock, and

     RESOLVED FURTHER, that said Class A Preferred Stock shall be issued
subject to the designations, relative



rights, preferences, privileges and limitations as set forth in the document
entitled Statement of Designations, Relative Rights, Preferences, Privileges
and Limitations, a copy of which follows these minutes in the Minute Book of
the Company.

     Attached hereto marked Exhibit "A" is a copy of the document entitled
Statement of Designations, Relative Rights, Preferences, Privileges and
Limitations referred to in the above resolution.

     IN WITNESS WHEREOF, said DIODES INCORPORATED has caused this certificate
to be signed by PEDRO P. MORILLAS, its Executive Vice President, and attested
by JOSEPH LIU, its Secretary, this 15th day of June, 1995.


                                             DIODES INCORPORATED,

                                             a Delaware corporation


                                        by:  /s/ Pedro P. Morillas
                                             --------------------------
                                             PEDRO P. MORILLAS
                                             Executive Vice President


               ATTEST:


     BY        /s/ Joseph Liu
               -----------------------
               JOSEPH LIU, secretary


                 DIODES INCORPORATED CLASS "A" PREFERRED STOCK

    STATEMENT OF DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, PRIVILEGES AND
                                  LIMITATIONS

A.   CONVERTIBILITY

     (1)  The shares of Class A Preferred Stock are convertible, at the option
of the record holder of the shares, into shares of fully paid and nonassessable
$0.66 2/3 Par Value Common Stock of the Corporation (hereinafter the "Common
Stock"). The shares of Class A Preferred Stock may be converted at any time
after the conversion date set forth on the share certificate. Each share of
Class A Preferred Stock may be converted into one (1) share of Common Stock.

     (2)  To convert shares of Class A Preferred Stock, the holder of the
shares must surrender the certificate or certificates representing the shares
to be converted, duly endorsed to the Corporation or in blank, at the principal
office of the Corporation, and give written notice to the Corporation at that
office that the holder desires to convert the shares. The notice must set forth
the name, address and taxpayer identification number of the person or persons
to whom a certificate or certificates representing the Common Stock of the
Corporation are to be issued.

     (3)  Shares of Class A Preferred Stock shall be deemed to be converted at
the close of business on the date of the surrender to the Corporation of the
properly endorsed certificate or certificates representing the shares. The
rights of the holders of the Class A Preferred Stock surrendered shall cease at
that time, and the person or persons in whose name or names the certificate or
certificates for the Common Stock are to be issued shall be treated for all
purposes as having become record owners of the Common Stock of the Corporation
at the time. However, if certificates are surrendered on a day in which the
stock transfer books of the Corporation are closed, the surrender shall be
deemed to have occurred on the next succeeding day on which the stock transfer
books are open.

     (4)  The Corporation shall at all times reserve and keep available solely
for the purpose of issuing upon conversion of Class A Preferred Stock the
number of shares of Common Stock issuable upon conversion of all outstanding
Class A Preferred Stock.

     (5)  At the time of conversion, the Corporation shall pay to the holder of
record of any share or shares of Class A Preferred Stock surrendered for
conversion any accrued and unpaid dividends on the stock.



                                                                     EXHIBIT "A"



     (6)  The issuance of certificates for shares of Common Stock upon the
conversion of Class A Preferred Stock shall be made without charge for any tax
with respect to the issuance. However, if any certificate is to be issued in a
name or names other than the name or names of the holder of record of Class A
Preferred Stock converted, the person or persons requesting the issuance shall
pay to the Corporation the amount of any tax that may be payable in connection
with any transfer involved in the issuance, or shall establish to the
satisfaction of the Corporation that the tax has been paid or is not due and
payable.

     (7)  The Corporation shall not be required to issue any fractional shares
of Common Stock upon the conversion of Class A Preferred Stock. If more than
one share of Class A Preferred Stock is surrendered for conversion at one time
by the same holder, the number of full shares of Common Stock that shall be
issued upon the conversion of Class A Preferred Stock shall be computed on the
basis of the aggregate number of shares of Class A Preferred Stock surrendered.
If any interest in a fractional share of Common Stock would otherwise be
deliverable upon the conversion of Class A Preferred Stock, the Corporation
shall make adjustment for that fractional share interest by payment of an
amount in cash equal to the same fraction of the market value at that time of a
full share of Common Stock of the Corporation.

     (8)  If the Corporation subdivides or combines in a larger or smaller
number of shares its outstanding shares of Common Stock, then the number of
shares of Common Stock issuable upon the conversion of Class A Preferred Stock
shall be proportionally increased in the case of a subdivision and decreased in
the case of a combination, effective in either case at the close of business on
the date that the subdivision or combination becomes effective.

     (9)  If the Corporation is recapitalized, is consolidated with or merged
into any other corporation, or sells or conveys to any other corporation all
or substantially all of its property as an entity, provision shall be made as
part of the terms of the recapitalization, consolidation, merger, sale, or
conveyance so that the holders of Class A Preferred Stock may receive, in lieu
of the Common Stock otherwise issuable to them upon conversion of Class A
Preferred Stock, at the same conversion ratio, the same kind and amount of
securities or assets as may be distributable upon the recapitalization,
consolidation, merger, sale, or conveyance with respect to the Common Stock.

     (10)  If the Corporation at any time pays to the holders of its Common
Stock a dividend in Common Stock, the number of shares of Common Stock issuable
upon the conversion of Class A Preferred Stock shall be proportionally
increased, effective at the close of business on the record date for
determination of the holders of the Common Stock entitled to the dividend.

     (11)  Except as provided below, if the Corporation at any



time pays any dividend or makes any distribution on its Common Stock in
property other than cash or in Common Stock of the Corporation, then provision
shall be made as part of the terms of the dividend or distribution so that the
holders of Class A Preferred Stock surrendered for conversion after the record
date for the determination of holders of Common Stock entitled to the dividend
or distribution shall be entitled to receive the same proportionate share of
property that they would have been entitled to receive had Class A Preferred
Stock been converted immediately prior to the record date.

     (12) These adjustments shall be made successively if more than one of
these events occurs. However, no adjustment in the conversion ratio of Class A
Preferred Stock into Common Stock shall be made by reason of

          (a) the payment of a cash dividend on the Common Stock or on any
other class of stock of the Corporation;

          (b) the purchase, acquisition, redemption, or retirement by the
Corporation of any shares of Common Stock or of any other class of stock of the
Corporation, except as provided above in connection with a subdivision or
combination of the outstanding Common Stock of the Corporation;

          (c) the issuance, other than as provided above, of any shares of
Common Stock, or of any securities of the Corporation convertible into Common
Stock or into other securities of the Corporation, or of any rights, warrants
or options to subscribe for or purchase shares of Common Stock or other
securities of the Corporation, or of any other securities of the Corporation;
provided that if the Corporation offers any of the securities or any rights,
warrants or options to subscribe for or purchase any of its securities to the
holders of its Common Stock, pursuant to any preemptive or preferential rights
granted to the holders of Common Stock by the certificate of incorporation of
the Corporation, or pursuant to any similar rights granted by the Board of
Directors of the Corporation, the Corporation shall mail written notice of the
offer to the holders of Class A Preferred Stock at least 20 days prior to the
record date for determination of the holders of Common Stock entitled to
receive the offer;

          (d) the offer by the Corporation to redeem or acquire shares of its
Common Stock by paying or exchanging the stock of another corporation, or the
carrying out of a transaction contemplated by an offer of this nature; provided
that the Corporation shall mail written notice of the offer to the holders of
Class A Preferred Stock at least 20 days prior to the expiration of the offer;
or

          (e) the distribution of stock to holders of Common Stock of the
Corporation, if the issuer of the stock distributed is at the time of the
distribution engaged in a business that was previously operated as a division
or subsidiary by a corporation

acquired by the Corporation and that was distinct from the principal business
of the corporation acquired.

B. VOTING RIGHTS

     (1) At every meeting of the stockholders of the Corporation, each holder
of Class A Preferred Stock shall be entitled to one vote for each share of
Class A Preferred Stock standing in the name of the holder on the books of the
Corporation, with the identical voting rights as a holder of a share of Common
Stock of the Corporation, except as expressly provided in these paragraphs.
Except as otherwise provided by law, and except as provided in these
paragraphs, the Class A Preferred Stock and any other class of stock of the
Corporation having voting rights shall vote together as one class.

     (2) The holders of Class A Preferred Stock are entitled to receive notice
of all meetings of the stockholders of the Corporation, to the same extent and
in the same manner as the holders of the Common Stock of the Corporation.

     (3) At any election of directors of the Corporation in which the holders
of Class A Preferred Stock are entitled to vote, each holder of Class A
Preferred Stock shall have the right to cumulative voting. Each holder shall be
entitled to a number of votes equal to the number of votes the holder (absent
this provision for cumulative voting) would be entitled to cast in an election
of directors with respect to the Class A Preferred Stock owned by the holder
multiplied by the number of directors to be elected by the holders of the Class
A Preferred Stock. Each holder shall be entitled to cast all of these votes for
a single director, or to distribute them among the number of directors to be
elected or among any two or more of them as the holder may see fit.

C. PREFERENCE ON LIQUIDATION


     (1) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, or of any reduction in the capital of the
Corporation resulting in any distribution of assets to its stockholders, each
holder of Class A Preferred Stock shall be entitled to receive in cash out of
the assets of the Corporation, whether from capital or earnings, available for
distribution to the stockholders of the Corporation, before any amount is paid
to the holders of the Common Stock, the sum of $1.00 per share for each share
of Class A Preferred Stock held by the holder, plus an amount equal to the sum
of all accumulated and unpaid dividends to the date fixed for the payment of
the distribution on the shares of Class A Preferred Stock held by the holder.

     (2) The purchase or redemption by the Corporation of any class of its
stock in any manner permitted by law, the consolida-




tion or merger of the Corporation with or into one or more other corporations,
or the sale or transfer by the Corporation of all or substantially all of its
assets shall not, for the purposes of determining preferences on liquidation, be
deemed to be a liquidation, dissolution or winding up of the Corporation or a
reduction of its capital. A dividend or distribution to stockholders from net
profits or surplus earned after the date of any reduction in the capital of the
Corporation shall not be deemed to be a distribution resulting from the
reduction in capital. No holder of Class A Preferred Stock shall be entitled to
receive any amounts in connection with any liquidation, dissolution or winding
up of the Corporation other than the amounts provided for in these paragraphs.

D. NO PREEMPTIVE RIGHTS

     No holder of Class A Preferred Stock shall be entitled, as of right, to
purchase or subscribe for any part of the unissued stock of the Corporation, or
of any stock of the Corporation to be issued by reason of an increase of the
authorized stock of the Corporation, to purchase or subscribe for any
debentures, bonds, certificates of indebtedness or other securities convertible
into or carrying options or warrants to purchase stock or other securities of
the Corporation, to purchase or subscribe for any stock of the Corporation
purchased by the Corporation, or to have any other preemptive rights now or
hereafter defined by the laws of the State of Delaware.

E. DIVIDENDS

     (1)  The holders of Class A Preferred Stock are entitled, when and as
declared by the Board of Directors of the Corporation out of the funds of the
Corporation legally available for the payment of dividends, to a cash dividend
in an amount to be determined, in its sole discretion, by the board of
directors.

     (2)  Dividends on Class A Preferred Stock will be declared if, as and when
the Board of Directors in its sole discretion deems advisable, and only out of
the net profits or surplus of the Corporation as is fixed and determined by the
Board of Directors in its sole discretion from time to time. The determination
at any time of the amount of net profits or surplus available for dividends
will be binding and conclusive on the holders of the stock of the Corporation
outstanding at the time.

     (3)  Any declared and unpaid dividends on Class A Preferred Stock will not
bear interest.

     (4)  In addition to the preferred dividend on Class A Preferred Stock
provided for hereinabove, the holders of Class A Preferred Stock are entitled
to participate with the Common Stock with respect to the declaration, payment
and setting apart of



dividends, and each share of Class A Preferred Stock will be treated as if it
were a share of Common Stock in connection with the declaration, payment and
setting apart of dividends on the Common Stock of the Corporation.

F. CHANGES IN PREFERRED STOCK

     (1) Except as provided below, and so long as any shares of Class A
Preferred Stock are outstanding, the Corporation shall not change the rights,
preferences or privileges of Class A Preferred Stock in any material aspect
prejudicial to the holders of Class A Preferred Stock.


                                                     FILED 04:30 PM 06/14/2000
                                                        001304635 - 0683514


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              DIODES INCORPORATED


     The undersigned, Carl Wertz, the Chief Financial Officer of Diodes
Incorporated, a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the first sentence of ARTICLE FOURTH of the Certificate of
Incorporation be, and it hereby is, amended to read in its entirety as follows:

          FOURTH: The Company is authorized to issue a total of thirty-one
          million (31,000,000) shares of all classes of stock. Of such total
          number of authorized shares of stock, thirty million (30,000,000)
          shares are Common Stock, each of which shares of Common Stock has a
          par value of Sixty-Six and Two-Thirds Cents ($.66-2/3), and one
          million (1,000,000) shares are Preferred Stock, each of which shares
          of Preferred Stock has a par value of One Dollar ($1.00).

SECOND: That at a meeting of the Board of Directors of Diodes Incorporated
resolutions were duly adopted declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof.

THIRD: That thereafter, pursuant to the resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of said amendment.

FOURTH: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.

FIFTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

     IN WITNESS WHEREOF, I have signed this Certificate this fifteenth day of
June, 2000.




                                            /s/ CARL WERTZ
                                            -----------------------------------
                                            Carl Wertz, Chief Financial Officer




                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 01:42 PM 09/02/2005
                                                     FILED 01:37 PM 09/02/2005
                                                    SRV 050725504 - 0683514 FILE



                           CERTIFICATE OF ELIMINATION
                                       OF
                          THE CLASS A PREFERRED STOCK
                                       OF
                              DIODES INCORPORATED


     Diodes Incorporated, a corporation organized and existing under the laws
of the State of Delaware (the "Company"), in accordance with the provisions of
Section 151(g) of the General Corporation Law of the State of Delaware (the
"DGCL"), hereby certifies as follows:

     1.  That the Certificate of Incorporation, as amended to date, of the
Company authorizes 31,000,000 shares of capital stock, which consists of
30,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock.

     2.  That pursuant to Section 151 of the DGCL and the authority set forth
in the Company's Certificate of Incorporation, the board of directors of the
Company (the "Board of Directors"), by resolution duly adopted, established a
series of preferred stock, $1.00 par value per share, of the Company,
designated as "Class A Preferred Stock" (the "Class A"), fixed the total number
of shares of such class at 169,629, and established the powers, designations,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions, of such series and filed a
Certificate of Designations, Preferences and Rights of Class A Preferred Stock
in the office of the Secretary of State of the State of Delaware on June 30,
1995, (the "Certificate of Designation").

     3.  That the Board of Directors has duly adopted the following resolutions:

     RESOLVED: That as of the date hereof no shares of Class A are outstanding
     and no shares of Class A will be issued subject to the Certificate of
     Designation.

     RESOLVED FURTHER: That all matters set forth in the Certificate of
     Designation with respect to the Class A be eliminated from the Certificate
     of Incorporation, as heretofore amended, of this corporation.

     RESOLVED FURTHER: That all 169,629 shares of Class A shall resume the
     status of authorized but unissued shares of preferred stock, par value
     $1.00 per share, of the Company.

     RESOLVED FURTHER: That the Certificate of Elimination hereby is approved.



          RESOLVED FURTHER: That each officer of this corporation hereby is
          authorized and directed, by and on behalf of this corporation and in
          its name, to execute the Certificate of Elimination and to cause the
          Certificate of Elimination to be filed with the Secretary of State of
          the State of Delaware, but with such changes therein as the officer
          filing the same shall deem to be necessary or advisable, the filing of
          the Certificate of Elimination with the Secretary of State of the
          State of Delaware to be conclusive evidence of the approval of any
          such changes.

          RESOLVED FURTHER: That each officer of this corporation hereby is
          authorized and directed, by and on behalf of this corporation and in
          its name, to execute and deliver such documents and to take such other
          actions as such officer may deem to be necessary or advisable to
          effect the purposes of the foregoing resolutions.

     4. That no shares of Class A are outstanding, and no shares of Class A
will be issued pursuant to the Certificate of Designation.

     5. That all matters set forth in the Certificate of Designation with
respect to Class A be, and they hereby are, eliminated from the Certificate of
Incorporation, as heretofore amended, of the Company and that, accordingly, all
169,629 shares of Class A shall resume the status of authorized but unissued
shares of preferred stock, par value $1.00 per share.

                      The next page is the signature page.

     IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination
to be executed by its duly authorized officer on this first day of September,
2005.



                                            DIODES INCORPORATED


                                            By /s/ CARL C. WERTZ
                                               ---------------------------------
                                               Carl C. Wertz,
                                               Secretary

 

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