UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported) July 3, 2006
DIODES
INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5740
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95-2039518
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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3050
East Hillcrest Drive
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|
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Westlake
Village, California
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91362
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(Address
of principal executive offices)
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(Zip
Code)
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(805)
446-4800
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
Effective
as of July 3, 2006, Diodes Incorporated (the “Company”) appointed Richard White
as Senior Vice President-Finance. Mr. White will be employed as an “at will”
employee and will be entitled to (i) an annual base salary (subject to increase
from time to time in the discretion of the Company’s Board of Directors) of
$150,000, (ii) participation in any executive bonus plan of the Company with
a
guaranteed minimum annual bonus of $100,000 for 2006 and $200,000 for each
of
2007 and 2008, (iii) a non-qualified stock option to purchase 10,000 shares
of
Common Stock at $41.64 per share (the closing sale price on the date of grant),
which options shall be granted on July 3, 2006, shall have a term of 10 years
and shall become exercisable in four equal annual installments beginning
July 3,
2007, (iv) a restricted stock unit granted on July 3, 2006 for 3,000 shares
of
Common Stock which shall become exercisable in four equal annual installments
beginning July 3, 2007, (v) an automobile allowance per the Company’s automobile
allowance policy, (vi) reimbursement of all reasonable and documented business
expenses and (vii) participation in all plans provided to employees in
general.
In
addition, Mr. White has entered into an indemnification agreement with the
Company that may require the Company to indemnify him against liabilities
that
may arise by reason of his status or service. The foregoing summary of the
indemnification agreement is qualified in its entirety by reference to the
form
of indemnification agreement incorporated by reference as an exhibit to this
Report.
Item
7.01. Regulation
FD Disclosure.
On
July
10, 2006, the Company issued a press release announcing the appointment of
Richard White as Senior Vice President - Finance. A copy of the press release
is
attached as Exhibit
99.1
to this
Report.
The
information in this Item 7.01, including Exhibit
99.1,
will
not be treated as filed for the purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section. This information will not be incorporated by
reference into a filing under the Securities Act of 1933, or into another
filing
under the Exchange Act, unless that filing expressly refers to specific
information in this Report. The furnishing of the information in this Item
7.01
is not intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information in this Item
7.01 is material information that is not otherwise publicly
available.
-2-
Item
9.01. Financial
Statements and Exhibits.
(c) Exhibits.
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Exhibit
Number
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Description
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10.1*
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Form
of Indemnification Agreement between the Company and its directors
and
executive officers (incorporated by reference to Exhibit 10.5 to
that
certain Current Report on Form 8-K filed by the Company on September
2,
2005).
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99.1
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Press
release dated July 10, 2006 appointing Mr. White as Sr. Vice President,
Finance.
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__________________
*
Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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DIODES
INCORPORATED
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Date: July
11, 2006
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By /s/
Carl C. Wertz
Carl
C. Wertz,
Chief
Financial Officer
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-3-
EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1*
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Form
of Indemnification Agreement between the Company and its directors
and
executive officers (incorporated by reference to Exhibit 10.5 to
that
certain Current Report on Form 8-K filed by the Company on September
2,
2005).
|
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99.1
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Press
release dated July 10, 2006 appointing Mr. White as Sr. Vice President,
Finance.
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__________________
*
Management contract or compensatory plan or arrangement.
-4-
FOR
IMMEDIATE RELEASE
Diodes
Incorporated Appoints Richard White
as
Senior Vice President of Finance
·
Newly created executive position strengthens global finance
objectives
Westlake
Village, CA -
July 10, 2006 - Diodes Incorporated
(“Diodes”) (NASDAQ: DIOD), a leading manufacturer and supplier of high quality
discrete and analog semiconductors, announced the appointment of Richard White
as its new Senior Vice President of Finance. Mr. White will be responsible
for
global financial planning, product planning, and mergers and acquisitions
(“M&A”). He will compliment and support Carl Wertz, CFO, and report to Dr.
Keh-Shew Lu, President and CEO of Diodes, Inc.
Mr.
White
brings with him thirty years of senior level finance experience, including
25
years at Texas Instruments Incorporated (“TI”), where he served as Vice
President of Finance and Production Planning for MOS memory, Controller for
TI’s
Asia Pacific Division in Singapore, and Cost Accounting Manager in Germany.
He
was responsible for all financial and product planning for TI’s $2 billion MOS
memory business, and managed a global staff of over 100 people and a
manufacturing base that covered Italy, Japan, Taiwan, Singapore, and the U.S.
Mr. White, a certified public accountant, holds a Bachelor of Science degree
in
electrical engineering from Oklahoma State University and an MBA from the
University of Michigan.
“I
am
proud to join such a strong organization and management team. With the team,
I
will work to achieve our strategy of rapid growth and global reach,” said Mr.
White. “Internally, I will help to improve operational efficiencies and capital
allocation, as well as strengthen Diodes’ cohesive winning team.”
“Having
previously worked with Richard at TI’s world-wide MOS Memory business, I
recognize that Richard is a great fit with our strategy for growth by mergers
and acquisitions,” commented Dr. Lu. “Diodes will benefit from Richard’s global
experience in M&A, budgeting, product planning, treasury management, product
pricing, inventory control, and joint venture financial
management.”
Carl
Wertz will continue with his current responsibilities as CFO while strengthening
investor outreach.
About
Diodes Incorporated
Diodes
Incorporated (Nasdaq: DIOD) is a leading manufacturer and supplier of
high-quality discrete and analog semiconductor products, primarily to the
communications, computing, industrial, consumer electronics and automotive
markets. The Company’s corporate sales, marketing, engineering and logistics
headquarters is located in Southern California, with two manufacturing
facilities in Shanghai, China, a wafer fabrication plant in Kansas City,
Missouri, engineering, sales, warehouse and logistics offices in Taipei, Taiwan
and Hong Kong, and sales and support offices throughout the world. Diodes,
Inc.
recently acquired Anachip Corporation, a fabless analog IC company in Hsinchu
Science Park, Taiwan.
Diodes,
Inc.’s product focus is on subminiature surface-mount discrete devices, analog
power management ICs and Hall-effect sensors all of which are widely used in
end-user equipment such as TV/Satellite set top boxes, portable DVD players,
datacom devices, ADSL modems, power supplies, medical devices, wireless
notebooks, flat panel displays, digital cameras, mobile handsets, DC to DC
conversion, Wireless 802.11 LAN access points, brushless DC motor fans, and
automotive applications. For further information, including SEC filings, visit
the Company’s website at http://www.diodes.com.
Safe
Harbor Statement Under the Private Securities Litigation Reform Act of 1995:
Any
statements set forth above that are not historical facts are forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements. Potential
risks and uncertainties include, but are not limited to, such factors as
fluctuations in product demand, the introduction of new products, the Company's
ability to maintain customer and vendor relationships, technological
advancements, impact of competitive products and pricing, growth in targeted
markets, risks of foreign operations, and other information detailed from time
to time in the Company's filings with the United States Securities and Exchange
Commission.
Source:
Diodes
Incorporated
CONTACT:
Carl Wertz, Chief Financial Officer, Diodes Incorporated (805)
446-4800
e-mail: carl_wertz@diodes.com
or
Crocker
Coulson, President, Coffin Communications Group,
(310)
231-8600, e-mail: crocker.coulson@ccgir.com
Recent
news releases, annual reports, and SEC filings are available at the Company’s
website: http://www.diodes.com.
Written
requests may be sent directly to the Company, or they may be e-mailed
to:
diodes-fin@diodes.com.
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