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): September 22, 2006
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation File Number) Identification No.)
or organization)
3050 East Hillcrest Drive
Westlake Village, California 91362
(Address of principal executive offices) (Zip Code)
(805) 446-4800
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Effective as of September 22, 2006, the Board of Directors of Diodes
Incorporated (the "Company") clarified and amended the 1993 Non-Qualified Stock
Option Plan, the 1993 Incentive Stock Option Plan and the 2001 Equity Incentive
Plan (the "Plans") of the Company, and each award outstanding thereunder, to
provide that, in the event of a change in the capital stock of the Company (such
as a stock dividend, stock split, recapitalization, merger, consolidation,
split-up, combination, exchange of stock or other form of reorganization), such
proportionate adjustment will be made to each award as may be necessary or
appropriate, as determined by the Compensation Committee, to reflect that change
in the capital stock.
The foregoing summary of the amendments of the Plans is qualified in
its entirety by reference to the form of the amendments attached as Exhibits
10.1, 10.2 and 10.3 to this Report.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
------ -----------
10.1* Amendment to 1993 Non-Qualified Stock Option Plan.
10.2* Amendment to 1993 Incentive Stock Option Plan.
10.3* Amendment to 2001 Omnibus Equity Incentive Plan.
- ------------------
* 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.
DIODES INCORPORATED
Date: September 25, 2006 By /s/ Carl C. Wertz
-----------------------
Carl C. Wertz,
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
10.1* Amendment to 1993 Non-Qualified Stock Option Plan.
10.2* Amendment to 1993 Incentive Stock Option Plan.
10.3* Amendment to 2001 Omnibus Equity Incentive Plan.
- ------------------
* Management contract or compensatory plan or arrangement.
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Exhibit 10.1
AMENDMENT 2006A TO THE
DIODES INCORPORATED
1993 NON-QUALIFIED STOCK OPTION PLAN
Diodes Incorporated (the "Company") hereby amends the above-named
plan (the "Plan") by amending Section 9 thereof to read as follows:
(a) The maximum aggregate total number of shares of Common Stock for which
Options in respect thereof may be granted, the number and kind of Shares
covered by each outstanding Option, the maximum number of shares of Common
Stock that may be sold or awarded to any Participant, and the price per
share (but not the total price) subject to each outstanding Option shall
be proportionally adjusted to prevent dilution or enlargement of rights
under the 1993 NQO Plan for any change in the outstanding Common Stock
subject to the 1993 NQO Plan, or subject to any Option, resulting from any
stock splits, combination or exchange of shares of Common Stock,
consolidation, spin-off or recapitalization of shares of Common Stock or
any capital adjustment or transaction similar to the foregoing or any
distribution to holders of Common Stock other than regular cash dividends.
(b) The Committee shall make such adjustment in such manner as it may deem
equitable and appropriate, subject to compliance with applicable laws. Any
determination, substitution or adjustment made by the Committee under this
Section shall be conclusive and binding on all persons. Except as
expressly provided herein, neither the Company's issuance of shares of
stock of any class or securities convertible into shares of stock of any
class, nor the conversion of any convertible securities of the Company,
shall be treated as a transaction requiring any substitution or adjustment
under this Section.
* * * * *
The Company has caused this Amendment 2006A to the 1993
Non-Qualified Stock Option Plan to be signed on the date indicated below, to be
effective as indicated above.
DIODES INCORPORATED
Dated: September 22, 2006 By: Carl Wertz
/s/ Carl Wertz
Its: Secretary
Exhibit 10.2
AMENDMENT 2006A TO THE
DIODES INCORPORATED
1993 INCENTIVE STOCK OPTION PLAN
Diodes Incorporated (the "Company") hereby amends the above-named
plan (the "Plan") by amending Section 10 thereof to read as follows:
(a) The maximum aggregate total number of shares of Common Stock for which
Options in respect thereof may be granted, the number and kind of Shares
covered by each outstanding Option, the maximum number of shares of Common
Stock that may be sold or awarded to any Participant, and the price per
share (but not the total price) subject to each outstanding Option shall
be proportionally adjusted to prevent dilution or enlargement of rights
under the 1993 ISO Plan for any change in the outstanding Common Stock
subject to the 1993 ISO Plan, or subject to any Option, resulting from any
stock splits, combination or exchange of shares of Common Stock,
consolidation, spin-off or recapitalization of shares of Common Stock or
any capital adjustment or transaction similar to the foregoing or any
distribution to holders of Common Stock other than regular cash dividends.
(b) The Committee shall make such adjustment in such manner as it may deem
equitable and appropriate, subject to compliance with applicable laws. Any
determination, substitution or adjustment made by the Committee under this
Section shall be conclusive and binding on all persons. Except as
expressly provided herein, neither the Company's issuance of shares of
stock of any class or securities convertible into shares of stock of any
class, nor the conversion of any convertible securities of the Company,
shall be treated as a transaction requiring any substitution or adjustment
under this Section.
* * * * *
The Company has caused this Amendment 2006A to the 1993 Incentive
Stock Option Plan to be signed on the date indicated below, to be effective as
indicated above.
DIODES INCORPORATED
Dated: September 22, 2006 By: Carl Wertz
/s/ Carl Wertz
Its: Secretary
Exhibit 10.3
AMENDMENT 2006A TO THE
DIODES INCORPORATED
2001 OMNIBUS EQUITY INCENTIVE PLAN
Diodes Incorporated (the "Company") hereby amends the
above-named plan (the "Plan") by amending Section 15(b) thereof to read as
follows:
(i) The maximum aggregate total number of shares of Common Stock for which
Awards in respect thereof may be granted, the number and kind of Shares
covered by each outstanding Award, the maximum number of shares of Common
Stock that may be sold or awarded to any Participant, and the price per
share (but not the total price) subject to each outstanding Award shall be
proportionally adjusted to prevent dilution or enlargement of rights under
the Plan for any change in the outstanding Common Stock subject to the
Plan, or subject to any Award, resulting from any stock splits,
combination or exchange of shares of Common Stock, consolidation, spin-off
or recapitalization of shares of Common Stock or any capital adjustment or
transaction similar to the foregoing or any distribution to holders of
Common Stock other than regular cash dividends.
(ii) The Committee shall make such adjustment in such manner as it may deem
equitable and appropriate, subject to compliance with applicable laws. Any
determination, substitution or adjustment made by the Committee under this
Section shall be conclusive and binding on all persons. Except as
expressly provided herein, neither the Company's issuance of shares of
stock of any class or securities convertible into shares of stock of any
class, nor the conversion of any convertible securities of the Company,
shall be treated as a transaction requiring any substitution or adjustment
under this Section.
* * * * *
The Company has caused this Amendment 2006A to the 2001 Omnibus
Equity Incentive Plan to be signed on the date indicated below, to be effective
as indicated above.
DIODES INCORPORATED
Dated: September 22, 2006 By: Carl Wertz
/s/ Carl Wertz
Its: Secretary