UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
DIODES
INCORPORATED
(Name
of
Issuer)
Common
Stock, $0.66⅔ Par Value
(Title
of
Class of Securities)
25443
10
11
(CUSIP
Number)
Carl
C.
Wertz
Chief
Financial Officer
3050
East
Hillcrest Drive, Westlake Village, California 91362
(805)
446-4800
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 28,
2005
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box
o.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedules including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE
13D/A
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CUSIP
No. 254543
10 1
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Page 2
of 6 Pages
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1
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lite-On
Semiconductor Corporation (previously reported as held by Silitek
Corporation, see Item 1. Security and Issuer.)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) o
(b)
o
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3
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SEC
USE ONLY
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4
|
SOURCE
OF FUNDS*
N/A
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5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Taiwan,
Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
3,851,458
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8
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SHARED
VOTING POWER
None
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9
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SOLE
DISPOSITIVE POWER
3,851,458
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10
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SHARED
DISPOSITIVE POWER
None
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,851,458
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
N/A
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
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14
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TYPE
OF REPORTING PERSON*
CO
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*SEE
INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE
BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE
13D/A
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CUSIP
No. 254543
10 1
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Page 3
of 6 Pages
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Item
1. Security and Issuer.
This
Schedule 13D, Amendment No. 7, dated November [14], 2005, ("Amendment No. 7"),
amends and supplements the Schedule 13D dated February 1, 1990, the Schedule
13D, Amendment No. 1, dated March 5, 1990 ("Amendment No. 1"), the Schedule
13D,
Amendment No. 2, dated December 6, 1991, ("Amendment No. 2"), the Schedule
13D,
Amendment No. 3, dated May 4, 1993 ("Amendment No. 3"), the Schedule 13D,
Amendment No. 4, dated April 10, 1994 ("Amendment No. 4"), the Schedule 13D,
Amendment No. 5, dated August 10, 1995 ("Amendment No. 5") and the Schedule
13D,
Amendment No. 6, dated July 8, 1997 ("Amendment No. 6"), filed by Silitek
Corporation, a Taiwan, Republic of China corporation ("Silitek"). In October
2002, Silitek and Taiwan Lite-On merged with Lite-On Technology Corporation
("Lite-On Technology") with the resulting entity being Lite-On Technology
Corporation, a member of the Lite-On Group.
Except
as
otherwise set forth in this Amendment No. 7, all of the information reported
in
the Schedule 13D and Amendment Nos. 1, 2, 3, 4, 5 and 6 is hereby incorporated
in this Amendment No. 7. Capitalized terms not otherwise defined herein shall
have the same meanings given them in Schedule 13D and Amendment Nos. 1, 2,
3, 4,
5 and 6.
(a) The
name
of the issuer is Diodes, Incorporated (the "Issuer").
(b) The
address of the Issuer's principal executive office is 3050 East Hillcrest Drive,
Westlake Village, California 91362.
(c) The
title
of the class of securities to which this statement relates is the Common Stock,
par value $0.66⅔ of the Issuer (the "Common Stock").
Item
2. Identity and Background.
(a) The
Common Stock to which this Amendment No. 7 relates is held in the name of
Lite-On Semiconductor Corporation, a Taiwan Republic of China corporation
("Lite-On Semiconductor") which is a subsidiary and affiliate of, and is
controlled by Lite-On Technology.
(b) The
principal office of Lite-On Semiconductor is located at 9F. No. 233-2, Pao-Chiao
Road, Hsin-Tien, Taipei-hsien 23115, Taiwan, Republic of China.
(c) Lite-On
Semiconductor is engaged in the manufacture and sale of electronic components
and equipment, including semiconductor rectifiers. Diodes is in the business
of
selling and distributing semiconductor rectifiers. A substantial volume of
the
semiconductor products distributed by Diodes are manufactured and supplied
by
Lite-On Semiconductor.
Item
3. Source and Amount of Funds and Other Consideration.
Not
applicable.
-3-
SCHEDULE
13D/A
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CUSIP
No. 254543
10 1
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Page 4
of 6 Pages
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Item
4. Purpose of Transaction.
Lite-On
Semiconductor sold 750,000 shares of Common Stock, as a selling stockholder
in a
public offering of 2,500,000 shares of Common Stock by the Issuer pursuant
to a
Registration Statement on Form S-3 (File No. 333-127833), including an
additional 375,000 shares of Common Stock sold to the underwriters in the public
offering pursuant to an over-allotment option.
(a) Except
as set forth herein, Lite-On Semiconductor has no current plans or proposals
that relate to or would result in:
(1)
the acquisition or disposition of securities of the Issuer;
(2)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any subsidiary;
(3) a
sale or
transfer of a material amount of assets of the Issuer or any
subsidiary;
(4) any
change in the Issuer's present board of directors or management, including
any
plans or proposals to change the number or term directors or to fill any
existing vacancies on the board;
(5) any
material change in the Issuer's present capitalization or dividend
policy;
(6)
any other material change in the Issuer's business or corporate
structure;
(7)
changes in the Issuer's charter or bylaws or instruments corresponding thereto
or other actions that may impede the acquisition of control of the Issuer by
any
person;
(8)
causing
the Issuer's securities to cease to be quoted on the Nasdaq National
Market;
(9)
a
class
of the Issuer's equity securities becoming eligible for termination of
registration pursuant to Section 12g-4 of the Securities Exchange Act of 1934,
as amended; or
(10)
any
action similar to those enumerated above.
While
Lite-On Semiconductor has no current plans or proposals with respect to the
matters described above, except as set forth herein, it is not precluded
from
making or supporting in the future such plans or proposals as it believes
appropriate.
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SCHEDULE
13D/A
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CUSIP
No. 254543
10 1
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Page 5
of 6 Pages
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Item
5. Interest
in Securities of the Issuer.
(a) Immediately
following the events to which this Amendment No. 7 relates Lite-On Semiconductor
owned beneficially, 3,851,458 shares of Common Stock. This total number of
shares of Common Stock owned by Lite-On Semiconductor represents 23.5 percent
of
the Common stock of Diodes now outstanding, excluding treasury
shares.
(b) Lite-On
Semiconductor has the sole power to vote and dispose of 3,851,458 shares of
Common Stock.
(c) There
have been no other transactions that were effected during the past 60 days
by
Lite-On Semiconductor.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There
are
no contracts, arrangements, understandings or relationships with respect to
the
securities of the Issuer among the persons named in Item 2 and between such
persons and any person with respect to any securities of the Issuer except
as
otherwise set forth herein.
Item
7. Material to be filed as Exhibits.
Not
applicable.
-5-
SCHEDULE
13D/A
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CUSIP
No. 254543
10 1
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Page 6
of 6 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Amendment No. 7 to Report on Schedule 13D
is
true, complete and correct.
Dated:
November
14, 2005
| LITE-ON SEMICONDUCTOR CORPORATION | ||
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| By: | /s/ M.K. Lu | |
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M.K. Lu
President
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