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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 2550 Hanover Street Palo Alto, California 94304 (650) 251-5000

Proposed maximum

Proposed maximum

Title of each class of securities to

Amount to be

offering price per

aggregate offering

Amount of

be registered

registered

unit

price

registration fee

Convertible Senior Notes due 2026(1)

Common stock, par value $0.662/3 per share(2)

—

—

—

—

(1)	An unspecified amount of Convertible Senior Notes due 2026 is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rules 456(b) and 457(r).
(2)	Includes such indeterminate number of shares of common stock as shall be issuable upon conversion of the notes being registered hereunder. No additional consideration will be received for the common stock issuable upon conversion of the notes and, therefore, no registration fee is required pursuant to Rule 457(i).

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The information in this preliminary prospectus is not complete and may be changed. 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	OCTOBER 4, 2006

Ø	We are offering $200,000,000 aggregate principal amount of our    % convertible senior notes due 2026. The notes will mature on October 1, 2026.
Ø	We will pay    % interest per annum on the principal amount of the notes, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2007. Interest will accrue on the notes from and including October    , 2006 or from and including the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date or maturity date, as the case may be. Commencing with the six-month period beginning October 1, 2011, and for each six-month period thereafter, we will, on the interest payment date for such interest period, pay contingent interest to the holders of the notes under certain circumstances and in amounts described in this prospectus. For U.S. federal income tax purposes, we will treat, and each holder of the notes will agree under the indenture to treat, the notes as contingent payment debt instruments governed by special tax rules and to be bound by our application of those rules to the notes. See “Material U.S. federal income tax considerations.”

Ø	The notes will be convertible into cash or, at our option, cash and shares of our common stock based on an initial conversion rate, subject to adjustment, of         shares per $1,000 principal amount of notes (which represents an initial conversion price of approximately $        per share), in certain circumstances. In addition, following a “make-whole fundamental change” that occurs prior to October 1, 2011, the conversion rate for a holder who elects to convert its notes in connection with such “make-whole fundamental change,” will increase in certain circumstances.
Ø	Holders may convert their notes prior to stated maturity only under the following circumstances: (1) during any calendar quarter after the calendar quarter ending December 31, 2006, if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (we refer to this five consecutive trading day period as the “note measurement period”) in which the average trading price per $1,000 principal amount of notes was equal to or less than 98% of the average conversion value of the notes during the note measurement period; (3) upon the occurrence of specified corporate transactions; (4) if we have called the notes for redemption; and (5) at any time from, and including, September 1, 2011 to, and including, October 1, 2011 and at any time on or after October 1, 2024. Upon conversion, we will deliver cash equal to the lesser of the aggregate principal amount of the notes to be converted and the total conversion obligation. We will deliver, at our option, cash, or shares of our common stock or a combination of cash and shares of our common stock for the remainder, if any, of the conversion obligation. The conversion obligation is based on the sum of the “daily settlement amounts” described in this prospectus for the 20 consecutive trading days that begin on, and include, the second trading day after the day the notes are tendered for conversion.

Ø	On or after October 1, 2011, we may from time to time at our option redeem the notes, in whole or in part, for cash, at a redemption price equal to 100% of the principal amount of the notes we redeem, plus any accrued and unpaid interest to, but excluding, the redemption date.
Ø	On each of October 1, 2011, October 1, 2016 and October 1, 2021, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest to, but excluding, the purchase date.
Ø	Holders may require us to repurchase all or a portion of their notes upon a fundamental change, as described in this prospectus, at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Ø	The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and junior to any of our existing and future secured indebtedness to the extent of the security therefor (including our senior secured credit facility). The notes will not be guaranteed by our subsidiaries and, accordingly, will be effectively subordinated to the indebtedness and other liabilities of our subsidiaries (including trade payables).
Ø	As of August 31, 2006, we had no senior indebtedness outstanding and we had the ability to borrow approximately $20.0 million under our senior secured credit facility, all of which would be secured by substantially all of our assets; and our subsidiaries had approximately $5.7 million of liabilities to which the notes will be structurally subordinate.

Ø	We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including acquisitions.

Ø	The notes will not be listed on any securities exchange or quoted in any automated quotation system.
Ø	Our common stock is listed on the Nasdaq Global Select Market under the ticker symbol “DIOD.” On October 3, 2006, the last reported sale price of our common stock on the Nasdaq Global Select Market was $43.29 per share.

		Per Note				Total
Public offering price				%		$
Underwriting discounts and commissions				%		$
Proceeds, before expenses, to us				%		$

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

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		Page
Prospectus summary			1
Consolidated ratio of earnings to fixed charges			12
Risk factors			13
Special note regarding forward-looking statements			33
Use of proceeds			34
Market price of common stock			34
Dividend policy			35
Capitalization			36
Description of notes			37
Description of capital stock			67
Material U.S. federal income tax considerations			69
Underwriting			77
Legal matters			81
Independent registered public accounting firm			81
Where you can find additional information			81
Incorporation of certain documents by reference			82
EXHIBIT 4.1
EXHIBIT 4.3
EXHIBIT 5.1
EXHIBIT 12.1
EXHIBIT 23.2
EXHIBIT 25.1

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Ø	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;
Ø	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
Ø	Developing new product lines, which 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;

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Issuer		Diodes Incorporated.
Notes		$200,000,000 aggregate principal amount of      % convertible senior notes due October 1, 2026. We have granted to the underwriters an option to purchase up to $30,000,000 aggregate principal amount of additional notes.
Maturity		The notes will mature on October 1, 2026, unless earlier redeemed, repurchased or converted.
Interest Payment Dates		We will pay      % interest per annum on the principal amount of the notes, payable semiannually in arrears on April 1 and October 1 of each year, starting on April 1, 2007, to holders of record at the close of business on the preceding March 15 and September 15, respectively. Interest will accrue on the notes from and including October      , 2006 or from and including the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date or maturity date, as the case may be.
Contingent Interest		Contingent interest will accrue on the notes during each six-month period from and including an interest payment date to, but excluding, the next interest payment date, commencing with the six-month period beginning October 1, 2011, if the average trading price of the notes for the five consecutive trading day period (the “measurement period”) preceding the first day of such six-month period equals 120% or more of the principal amount of the notes. The rate of contingent interest payable in respect of any such six-month interest period will equal      % (     % per year payable semi-annually) of the average trading price of the notes over the measurement period that triggered the contingent interest payment.
Ranking		The notes will be our senior unsecured obligations and will rank equally in right of payment to all of our existing and future senior unsecured indebtedness and junior to any of our existing and future secured indebtedness to the extent of any security therefor (including our senior secured credit facility). The notes will not be guaranteed by our subsidiaries and, accordingly, will be effectively subordinated to the existing and future indebtedness and other liabilities of our subsidiaries (including trade payables).
		As of August 31, 2006, we had no senior indebtedness outstanding, and we had the ability to borrow approximately $20.0 million under our senior credit facility, all of which would be secured by substantially all of our assets; and our subsidiaries had approximately $5.7 million of liabilities to which the notes would be structurally subordinate.
Conversion Rights		The notes will be convertible into cash or, at our option, cash and shares of our common stock, par value $0.662/3 per share, based on an initial conversion rate, subject to adjustment,

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		of                     shares per $1,000 principal amount of notes (which represents an initial conversion price of approximately $           per share), only in the following circumstances and to the following extent:
		• during any calendar quarter after the calendar quarter ending December 31, 2006, if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter;
		• during the five consecutive business days immediately after any five consecutive trading day period (we refer to this five consecutive trading day period as the “note measurement period”) in which the average trading price per $1,000 principal amount of notes was equal to or less than 98% of the average conversion value of the notes during the note measurement period;
		• if we make certain distributions on our common stock or engage in certain transactions;
		• if we call the notes for redemption; and
		• at any time from, and including, September 1, 2011 to, and including, October 1, 2011 and at any time on or after October 1, 2024.
		Upon conversion, holders will receive, per $1,000 principal amount being converted, a “settlement amount” that is equal to the sum of the “daily settlement amounts” for each of the 20 trading days during the “cash settlement averaging period.”
		See “Description of notes— Conversion Rights.”
		The “cash settlement averaging period” with respect to any note means the 20 consecutive trading-day period that begins on, and includes, the second trading day after the day the notes are tendered for conversion.
		The “daily settlement amount” for a given trading day consists of:
		• cash equal to the lesser of $50 and the “daily conversion value” (we refer to this cash amount as the “daily principal return”); and
		• to the extent the daily conversion value exceeds $50, a number of whole shares of our common stock equal to the “daily share amount,” subject to our right to deliver cash in lieu of all or a portion of such shares, as described under “Description of notes— Conversion Rights— Payment upon conversion.”

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		The “daily share amount” on a given trading day means the excess of the daily conversion value over $50, divided by the closing sale price of our common stock on that trading day.
		The “daily conversion value” on a given trading day means one-twentieth of the product of the conversion rate of the notes in effect on that trading day and the closing sale price of our common stock on that trading day.
		See “Description of notes— Conversion Rights— Payment upon conversion.”
		A holder that surrenders notes for conversion in connection with a “make-whole fundamental change” that occurs before October 1, 2011 will in certain circumstances be entitled to an increased conversion rate. See “Description of notes— Conversion rights— Adjustment to the conversion rate upon the occurrence for a make-whole fundamental change.” However, in lieu of increasing the conversion rate applicable to those notes, we may in certain circumstances elect to adjust the conversion rate and our related conversion obligation so that the notes will be convertible into shares of the acquiring company’s common stock, provided, however, that the principal return due upon conversion will continue to be payable in cash and the remainder of the conversion obligation, if any, will be payable, at our option, in cash, shares of the acquiring company’s common stock or a combination of cash and shares of the acquiring company’s common stock. See “Description of notes— Conversion Rights— Fundamental changes involving an acquisition of us by a public acquirer.”
Sinking Fund		None.
Redemption of Notes at Our Option		On or after October 1, 2011, we may from time to time at our option redeem the notes, in whole or in part, at a redemption price in cash equal to 100% of the principal amount of the notes we redeem, plus any accrued and unpaid interest to, but excluding, the redemption date. See “Description of notes— Redemption of Notes at Our Option.”
Purchase of Notes by Us at the Option of the Holder		On each of October 1, 2011, October 1, 2016 and October 1, 2021, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus any accrued and unpaid interest to, but excluding, the purchase date. See “Description of notes— Purchase of Notes by Us at the Option of the Holder.”
Right of Holder to Require Us to Repurchase Notes if a Fundamental Change Occurs		If a fundamental change, as described in this prospectus, occurs, holders may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any

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		accrued and unpaid interest to, but excluding, the repurchase date. See “Description of notes— Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change.”
Events of Default		If an event of default on the notes has occurred and is continuing, the principal amount of the notes plus any accrued and unpaid interest may become immediately due and payable. These amounts automatically become due and payable upon certain events of default. See “Description of notes— Events of Default.”
Important United States Federal Income Tax Consequences		We and each holder of notes will agree to treat the notes, for United States federal income tax purposes, as debt instruments that are subject to the Treasury regulations that govern contingent payment debt instruments and to be bound by our applications of such regulations to the notes, including our determination that the rate at which interest will be deemed to accrue for United States federal income tax purposes will be      % compounded semi-annually. Accordingly, taxable U.S. holders will recognize taxable income significantly in excess of cash received while the notes are outstanding. In addition, taxable U.S. holders will recognize ordinary income upon a sale, exchange, conversion, redemption, or repurchase of the notes at a gain. In particular, a holder will recognize ordinary income upon a conversion of a note equal to the excess, if any, of the cash received plus the value of any common stock received on the conversion over the holder’s adjusted tax basis in the note. The proper U.S. federal income tax treatment of a holder of a note is uncertain in various respects. Holders are urged to consult their own tax advisors with respect to the federal, state, local and foreign tax consequences of purchasing, owning and disposing of the notes and common stock issuable upon conversion or otherwise of the notes. See “Material U.S. federal income tax considerations.”
Use of Proceeds		The net proceeds to us from this offering are expected to be approximately $                    (or approximately $                    if the underwriters exercise in full their option to purchase additional notes) after the payment of underwriting discounts and commissions and the estimated offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, including acquisitions. We have no current agreements or commitments with respect to any material acquisition. Accordingly, our management will have broad discretion in applying the net proceeds of this offering. Pending application of the net proceeds, as described above, we intend to invest the net proceeds of this offering in short-term, investment-grade, interest-bearing securities. See “Use of proceeds.”
DTC Eligibility		The notes will be issued in book-entry-only form and will be represented by one or more global certificates, without interest

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		coupons, deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC. Beneficial interests in the notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants. Except in limited circumstances, holders may not exchange interests in their notes for certificated securities. See “Description of notes— Form, Denomination and Registration of Notes.”
Listing		Our common stock is traded on the Nasdaq Global Select Market under the symbol “DIOD.” We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system.
Risk Factors		Investment in the notes involves risks. You should carefully consider the information under “Risk factors” and all other information included in, or incorporated by reference into, this prospectus before investing in the notes.

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																						Six months ended
		Year ended December 31,																				June 30,
		2001				2002				2003				2004				2005				2005				2006
																						(unaudited)
		(in thousands)
Consolidated statement of cash flows data:
Cash flow from operating activities			14,938				19,990				18,821				29,300				50,555				21,937				35,153
Cash used in investing activities			(8,477	)			(6,774	)			(15,289	)			(26,133	)			(65,803	)			(6,845	)			(59,622	)
Cash flow from (used in) financing activities			(2,485	)			(13,995	)			1,862				2,163				70,829				(1,276	)			(341	)
Other data:
EBITDA(3)		$	9,099			$	18,461			$	24,488			$	45,875			$	56,021			$	25,855			$	33,477

Ø	on an actual basis; and
Ø	on an as adjusted basis to give effect to the sale of the notes by us in this offering.

		As of June 30, 2006
		Actual				As adjusted
		(in thousands)
		(unaudited)
Consolidated balance sheet data:
Cash, cash equivalents and short-term investments		$	100,332			$
Working capital			140,890
Total assets			339,947
Current portion of long-term debt			1,870				1,870
Long-term debt, net of current portion			4,043
Total liabilities			84,706
Total stockholders’ equity		$	255,241			$	255,241

(1)	Net income for the six months ended June 30, 2006 includes $3.3 million, or approximately $0.08 per diluted share, of equity based compensation expense under Statement of Financial Accounting Standards 123(R) which we adopted on January 1, 2006.
(2)	Adjusted for the effect of 3-for-2 stock splits in July 2000, November 2003 and December 2005.

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(3)

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 generally accepted accounting principles, or 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 requirement such as a tax and debt service payments.

																							Six months ended
			Year ended December 31,																				June 30,
			2001				2002				2003				2004				2005				2005				2006
																							(unaudited)
			(in thousands)
Reconciliation of net income to EBITDA:
Net income(a)			$	124			$	5,802			$	10,095			$	25,551			$	33,329			$	14,905			$	20,697
plus
	Interest expense, net			2,074				1,183				860				637				(221	)			234				(1,465	)
	Income tax provision (benefit)			(1,769	)			1,729				2,460				6,514				6,685				2,903				4,575
	Depreciation and amortization			8,670				9,747				11,073				13,173				16,228				7,813				9,670
EBITDA			$	9,099			$	18,461			$	24,488			$	45,875			$	56,021			$	25,855			$	33,477

(a)	Net income for the six months ended June 30, 2006 includes $3.3 million, or approximately $0.08 per diluted share, of equity based compensation expense under Statement of Financial Accounting Standards 123(R) which we adopted on January 1, 2006.

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																						Six months
		Year ended December 31,																				ended
																						June 30,
		2001				2002				2003				2004				2005				2006
Ratio of earnings to fixed charges			0.2	x			7.2	x			15.3x				49.3	x			67.9	x			82.5x

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Ø	pay substantial damages for past, present and future use of the infringing technology;
Ø	cease the manufacture, use or sale of infringing products;
Ø	discontinue the use of infringing technology;
Ø	expend significant resources to develop non-infringing technology;
Ø	pay substantial damages to our customers or end-users to discontinue use or replace infringing technology with noninfringing technology;
Ø	license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or at all; or
Ø	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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Ø	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;
Ø	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;
Ø	the need for skills and techniques that are outside our traditional core expertise;
Ø	less flexibility in shifting manufacturing or supply sources from one region to another;
Ø	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;
Ø	difficulties developing and implementing a successful research and development team; and
Ø	difficulties developing, protecting, and gaining market acceptance of, our proprietary technology.

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

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Ø	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;
Ø	compliance with trade or other laws in a variety of jurisdictions;
Ø	trade restrictions, transportation delays, work stoppages, and economic and political instability;
Ø	changes in import/export regulations, tariffs and freight rates;
Ø	difficulties in collecting receivables and enforcing contracts;
Ø	currency exchange rate fluctuations;
Ø	restrictions on the transfer of funds from foreign subsidiaries to the United States;
Ø	the possibility of international conflict, particularly between or among China and Taiwan and the United States;
Ø	legal regulatory, political and cultural differences among the countries in which we do business; and
Ø	longer customer payment terms.

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Ø	making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;
Ø	resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt agreements, which event of default could result in all of our debt becoming immediately due and payable and, in the case of an event of default under our secured

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	debt, such as our senior secured credit facility, could permit the lenders to foreclose on our assets securing that debt;
Ø	reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;
Ø	subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our senior secured credit facility;
Ø	limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
Ø	placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

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Ø	quarterly variations in our operating results;
Ø	operating results that vary from the expectations of management, securities analysts and investors;
Ø	changes in expectations as to our future financial performance;
Ø	announcements of innovations, new products and technology, strategic developments, significant contracts, acquisitions and other material events by us or our competitors;
Ø	the operating and securities price performance of other companies that investors believe are comparable to us;
Ø	future sales of our equity or equity-related securities;
Ø	changes in general conditions in our industry and in the economy, the financial markets and the domestic or international political situation;
Ø	developments or disputes (including lawsuits); and
Ø	departures of key personnel.

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

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Ø	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;
Ø	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 be certain employee stock plans) in the transaction in which the stockholder became an interested stockholder; or
Ø	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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		Common stock price
		High				Low
Year ended December 31, 2004
First quarter		$	16.78			$	12.68
Second quarter			16.53				13.89
Third quarter			17.24				11.22
Fourth quarter			19.49				14.39
Year ended December 31, 2005
First quarter		$	18.31			$	13.05
Second quarter			22.34				16.79
Third quarter			25.93				20.63
Fourth quarter			34.94				23.09
Year ended December 31, 2006
First quarter		$	41.50				31.02
Second quarter			43.84				31.65
Third Quarter			47.58				32.46
Fourth Quarter (through October 3, 2006)			43.80				41.14

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Ø	on an actual basis; and
Ø	on an as adjusted basis to give effect to the sale of the notes 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, 2006
						Actual				As adjusted
						(unaudited)
						(in thousands, except
						share and per share data)
Cash, cash equivalents and short-term investments						$	100,332			$
% Convertible Senior Notes due 2026							—				200,000
Other long-term debt							4,043				4,043
			Total long-term debt			$	4,043			$	204,043
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, 70,000,000 shares authorized, 25,541,588 shares issued, actual and as adjusted					17,059				17,059
	Additional paid-in capital						103,078				103,078
	Retained earnings						135,356				135,356
Less: Accumulated other comprehensive loss							(252	)			(252	)
			Total stockholders’ equity				255,241				255,241
				Total capitalization		$	339,947			$

Ø	2,031,163 shares of common stock issuable under our stock incentive plans under which (i) options to purchase 3,601,194 shares of common stock at a weighted average exercise price of $12.62 per share and (ii) unvested awards of 543,868 shares of restricted common stock, were outstanding; and
Ø	shares of common stock initially issuable upon conversion of the notes offered hereby.

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Ø	will be limited to $200.0 million aggregate principal amount, or $230.0 million if the underwriters exercise their over-allotment option in full;
Ø	will bear interest at a rate of      % per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2007, to holders of record at the close of business on the immediately preceding March 15 and September 15, respectively, except as described under “—Interest Payments;”
Ø	will pay contingent interest as described under “—Contingent Interest;”
Ø	will be issued in denominations of integral multiples of $1,000 principal amount;
Ø	will be our senior unsecured indebtedness and will rank equally in right of payment to all of our existing and future senior unsecured indebtedness and junior to any of our existing and future secured indebtedness to the extent of the security therefor (including our senior secured credit facility), will not be guaranteed by our subsidiaries and, accordingly, will be effectively subordinated to the existing and future indebtedness and other liabilities of our subsidiaries (including trade payables);
Ø	will be convertible into cash or, at our option, cash and shares of our common stock, based on an initial conversion rate of                      shares per $1,000 principal amount of notes (which represents an initial conversion price of approximately $           per share) under the conditions and subject to the adjustments described under “—Conversion rights;”
Ø	will be redeemable by us, in whole or in part, by us at any time on or after October 1, 2011, at a redemption price in cash equal to 100% of the principal amount of the notes we redeem, plus accrued and unpaid interest to, but excluding, the redemption date, as described under “—Redemption of Notes at our Option;” provided that we must make at least 10 semi-annual interest payments (including the interest payments on April 1, 2007 and October 1, 2011) in the full amount required by the indenture before redeeming any notes at our option;

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Ø	will be subject to purchase by us at the option of the holder on each of October 1, 2011, October 1, 2016 and October 1, 2021, at a purchase price in cash equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the purchase date, as described under “—Purchase of Notes by Us at the Option of the Holder;”
Ø	will be subject to repurchase by us at the option of the holder upon a fundamental change, as described under “—Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date; and
Ø	will mature on October 1, 2026, unless previously redeemed, repurchased or purchased by us or converted.

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Ø	We will not make any payment or other adjustment upon conversion with respect to any accrued interest on the notes, and we will not adjust the conversion rate to account for accrued and unpaid interest, in each case, except as described under “—Conversion rights.”
Ø	On the maturity date, we will pay accrued and unpaid interest to the person to whom we pay the principal amount, instead of to the holder of record on the record date.
Ø	If we redeem a note, or if a holder surrenders a note for repurchase upon a fundamental change as described under “—Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” we will pay accrued and unpaid interest, if any, to the holder that surrenders the note for redemption or repurchase, as the case may be, unless the redemption or repurchase date is after the close of business on a record date for the payment of an installment of interest and on or before the related interest payment date. In this instance (1) we will pay accrued interest payable on such interest payment date only to the holder of record at the close of business on the related record date, and (2) the redemption or repurchase price payable on the applicable redemption or repurchase date, as the case may be, will include only the principal amount of the notes, but will not include any amount in respect of interest payable on such related interest payment date.

Ø	if a holder converts its notes after they have been called for redemption and we have specified a redemption date that is after a record date and on or before the next interest payment date;
Ø	if a holder converts its notes in connection with a fundamental change and we have specified a fundamental change repurchase date that is after a record date and on or before to the next interest payment date; or
Ø	to the extent of any overdue interest, if overdue interest exists at the time of conversion with respect to such note.

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Ø	the date the holder surrenders the note for conversion; and
Ø	the third business day after the effective date of the make-whole fundamental change.

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Ø	cash equal to the lesser of $50 and the “daily conversion value” (as described below), which amount of cash we refer to as the “daily principal return;” and
Ø	to the extent the daily conversion value exceeds $50, a number of whole shares of our common stock equal to the “daily share amount” (as described below) for such trading day, subject to our right to deliver cash in lieu of all or a portion of such shares, as described below.

Ø	the excess of the daily conversion value over $50, divided by;
Ø	the closing sale price of our common stock on that trading day.

Ø	the conversion rate of the notes in effect on that trading day; and
Ø	the closing sale price of our common stock on that trading day.

Ø	trading in our common stock generally occurs;
Ø	there is no “market disruption event” (as described below); and
Ø	a closing sale price for our common stock is provided on the Nasdaq Global Select Market or, if our common stock is not then listed on the Nasdaq Global Select Market, on the principal other U.S. national or regional securities exchange on which our common stock is then listed or, if our common stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which our common stock is then traded.

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Ø	the event causing the notes to become convertible;
Ø	the time during which the notes will be convertible as a result of that event;
Ø	if that event is a transaction described under “—Conversion upon the occurrence of certain corporate transactions,” the anticipated effective date of the transaction; and
Ø	the procedures holders must follow to convert their notes, including the name and address of the conversion agent.

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Ø	the bid solicitation agent reasonably determines that it cannot obtain at least one bid for $5.0 million principal amount of notes from an independent nationally recognized securities dealer; or
Ø	in the reasonable, good faith judgment of our board of directors, the bid quotation or quotations that the bid solicitation agent has obtained are not indicative of the secondary market value of the notes,

Ø	a “fundamental change,” as described under “—Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change,” or a “make-whole fundamental change,” as described under

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	“—Adjustment to the conversion rate upon the occurrence of a make-whole fundamental change” occurs; or
Ø	we are party to a consolidation, merger, binding share exchange, sale of all or substantially all of our properties and assets or other similar transaction, in each case, pursuant to which our common stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property,

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Ø	dividends or distributions on our common stock payable in shares of our common stock to all holders of our common stock;
Ø	subdivisions, combinations or certain reclassifications of our common stock;
Ø	distributions to all or substantially all holders of our common stock of certain rights or warrants (other than, as described below, rights distributed pursuant to a shareholder rights plan) entitling them, for a period expiring not more than 60 days immediately following the record date for the distribution, to purchase or subscribe for shares of our common stock, or securities convertible into or exchangeable or exercisable for shares of our common stock, at a price per share that is less than the “current market price” (as defined in the indenture) per share of our common stock on the record date for the distribution;
Ø	dividends or other distributions to all or substantially all holders of our common stock of shares of our or any of our existing or future subsidiaries’ capital stock (other than our common stock), evidences of indebtedness or other assets (other than dividends or distributions covered by the two bullet points below) or the dividend or distribution to all or substantially all holders of our common stock of certain rights or warrants (other than those covered in the immediately preceding bullet point or, as described below, certain rights or warrants distributed pursuant to a shareholder rights plan) to purchase or subscribe for our securities; provided, however, that we will not adjust the conversion rate pursuant to this provision for distributions of certain rights or warrants, if, in accordance with the indenture, we make adequate arrangements for holders of notes to receive those rights and warrants upon conversion of the notes;
Ø	cash dividends or other cash distributions by us to all or substantially all holders of our common stock, other than distributions described in the immediately following bullet point; and

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Ø

distributions of cash or other consideration by us or any of our subsidiaries in respect of a tender offer or exchange offer for our common stock, where such cash and the value of any such other consideration per share of our common stock validly tendered or exchanged exceeds the “current market price” (as defined in the indenture) per share of our common stock on the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer.

Ø	we will not adjust the conversion rate pursuant to the bullet points above until the earliest of these triggering events occurs; and
Ø	we will readjust the conversion rate to the extent any of these rights, options or warrants are not exercised before they expire.

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Ø	a taxable distribution to holders of common stock which results in an adjustment to the conversion rate; or
Ø	an increase in the conversion rate at our discretion,

Ø	there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (we refer to such a transaction as an “asset sale make-whole fundamental change”); or
Ø	there occurs any transaction or series of related transactions (other than a “listed stock business combination” as described under “—Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change”), in connection with which (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash (we refer to such any transaction described in this and the immediately preceding bullet point as a “make-whole fundamental change”),

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Ø	whose numerator is the conversion rate in effect immediately before the adjustment; and
Ø	whose denominator is the adjusted conversion rate.

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		Effective date October 1
Applicable price		2006				2007				2008				2009				2010				2011
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

Ø	if the actual applicable price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the table above, we will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable;
Ø	if the actual applicable price is greater than $           per share (subject to adjustment), we will not increase the conversion rate; and
Ø	if the actual applicable price is less than $           per share (subject to adjustment), we will not increase the conversion rate.

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Ø	whose numerator is the fair market value (as determined in good faith by our board of directors), as of the effective time of the public acquirer fundamental change, of the cash, securities and other property paid or payable per share of our common stock pursuant to the public acquirer fundamental change; and
Ø	whose denominator is the average of the last reported sale prices per share of the public acquirer common stock for the five consecutive trading days commencing on, and including, the trading day immediately after the effective date of the public acquirer fundamental change (subject to certain adjustments to be made in good faith by our board of directors).

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Ø	the amount of the purchase price;
Ø	that notes with respect to which the holder has delivered a purchase notice may be converted, if otherwise convertible, only if the holder withdraws the purchase notice in accordance with the terms of the indenture; and
Ø	the procedures that holders must follow to require us to purchase their notes, including the name and address of the paying agent.

Ø	the certificate numbers of the holder’s notes to be delivered for purchase, if they are in certificated form;
Ø	the principal amount of the notes to be purchased, which must be an integral multiple of $1,000; and
Ø	that the notes are to be purchased by us pursuant to the applicable provisions of the indenture.

Ø	the name of the holder;
Ø	a statement that the holder is withdrawing its election to require us to purchase its notes;
Ø	the certificate numbers of the notes being withdrawn, if they are in certificated form;
Ø	the principal amount being withdrawn, which must be an integral multiple of $1,000; and

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Ø	the principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000.

Ø	comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and
Ø	file a Schedule TO or any other required schedule under the Securities Exchange Act of 1934 or other applicable laws.

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Ø	the events causing the fundamental change;
Ø	the date of the fundamental change;
Ø	the fundamental change repurchase date;
Ø	the last date on which a holder may exercise the repurchase right;
Ø	the fundamental change repurchase price;
Ø	the names and addresses of the paying agent and the conversion agent;
Ø	the procedures that holders must follow to exercise their repurchase right;
Ø	the conversion rate and any adjustments to the conversion rate that will result from the fundamental change; and
Ø	that notes with respect to which a holder has delivered a fundamental change repurchase notice may be converted, if otherwise convertible, only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture.

Ø	the certificate numbers of the notes that the holder will deliver for repurchase, if they are in certificated form;
Ø	the principal amount of the notes to be repurchased, which must be an integral multiple of $1,000; and
Ø	that the notes are to be repurchased by us pursuant to the fundamental change provisions of the indenture.

Ø	the name of the holder;
Ø	a statement that the holder is withdrawing its election to require us to repurchase its notes;
Ø	the certificate numbers of the notes being withdrawn, if they are in certificated form;
Ø	the principal amount of notes being withdrawn, which must be an integral multiple of $1,000; and

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Ø	the principal amount, if any, of the notes that remain subject to the fundamental change repurchase notice, which must be an integral multiple of $1,000.

Ø	any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of our capital stock entitled to vote generally in the election of directors (“voting stock”);
Ø	there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934;
Ø	we consolidate with, or merge with or into, another person or any person consolidates with, or merges with or into, us, unless either:

	Ø	the persons that “beneficially owned,” directly or indirectly, the shares of our voting stock immediately prior to such consolidation or merger “beneficially own,” directly or indirectly, immediately after such consolidation or merger, shares of the surviving or continuing corporation’s voting stock representing at least a majority of the total outstanding voting power of all outstanding classes of voting stock of the surviving or continuing corporation in substantially the same proportion as such ownership immediately prior to such consolidation or merger; or
	Ø	both of the following conditions are satisfied (we refer to such a transaction as a “listed stock business combination”):

	Ø	at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such consolidation or merger consists of

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		common stock and any associated rights traded on a U.S. national securities exchange or quoted on the Nasdaq Global Select Market (or which will be so traded or quoted when issued or exchanged in connection with such consolidation or merger); and
	Ø	as a result of such consolidation or merger, the notes become convertible into cash and the daily share amount, if any, which will be payable at our option in cash, shares of such common stock and associated rights or a combination thereof;

Ø	the following persons cease for any reason to constitute a majority of our board of directors:

	Ø	individuals who on the first issue date of the notes constituted our board of directors; and
	Ø	any new directors whose election to our board of directors or whose nomination for election by our shareholders was approved by at least a majority of our directors then still in office who either were directors whose election or nomination for election was previously so approved or were directors on such issue date of the notes; or

Ø	we are liquidated or dissolved or holders of our capital stock approve any plan or proposal for our liquidation or dissolution.

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Ø	comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and
Ø	file a Schedule TO or any other required schedule under the Securities Exchange Act of 1934 or other applicable laws.

Ø	such other person is a corporation organized and existing under the laws of the United States, any state of the United States or the District of Columbia;
Ø	such person assumes all of our obligations under the notes and the indenture; and
Ø	no default or event of default exists immediately after giving effect to the transaction or series of transactions.

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Ø	our failure to pay the principal of or premium, if any, on any note when due, whether at maturity, upon redemption, on the purchase date with respect to a purchase at the option of the holder, on a fundamental change repurchase date with respect to a fundamental change, or otherwise;
Ø	our failure to pay an installment of interest (including, without limitation, contingent interest, if any) on any note when due, if the failure continues for 30 days after the date when due;
Ø	our failure to satisfy our conversion obligations upon the exercise of a holder’s conversion right;
Ø	our failure to timely provide notice as described under “—Conversion rights—Adjustment to the conversion rate upon the occurrence of a make-whole fundamental change,” “—Purchase of Notes by Us at the Option of the Holder” or “—Holders May Require Us to Repurchase Their Notes Upon a Fundamental Change;”
Ø	our failure to comply with any other term, covenant or agreement contained in the notes or the indenture, if the failure is not cured within 90 days after notice to us by the trustee or to the trustee and us by holders of at least 25% in aggregate principal amount of the notes then outstanding, in accordance with the indenture;
Ø	a default by us or any of our subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, indebtedness for money borrowed in the aggregate principal amount then outstanding of $20.0 million or more, or acceleration of our or our subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, in each case if such default is not cured or waived, or such acceleration is not rescinded, within 60 days after notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate principal amount of notes then outstanding, in accordance with the indenture;
Ø	failure by us or any of our subsidiaries, within 60 days, to pay, bond or otherwise discharge any judgments or orders for the payment of money the total uninsured amount of which for us or any of our subsidiaries exceeds $20.0 million, which are not stayed on appeal; and
Ø	certain events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the Securities Exchange Act of 1934) or any group of our subsidiaries that in the aggregate would constitute a “significant subsidiary.”

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Ø	the rescission would not conflict with any order or decree;
Ø	all events of default, other than the non-payment of accelerated principal or interest, have been cured or waived; and
Ø	certain amounts due to the trustee are paid.

Ø	the holder gives the trustee written notice of a continuing event of default;
Ø	the holders of at least 25% in aggregate principal amount of the notes then outstanding make a written request to the trustee to pursue the remedy;
Ø	the holder or holders offer and, if requested, provide the trustee indemnity reasonably satisfactory to the trustee against any loss, liability or expense; and
Ø	the trustee fails to comply with the request within 60 days after the trustee receives the notice, request and offer of indemnity and does not receive, during those 60 days, from holders of a majority in aggregate principal amount of the notes then outstanding, a direction that is inconsistent with the request.

Ø	the payment of any amounts due on that holder’s notes after the applicable due date; or
Ø	the right to convert that holder’s notes in accordance with the indenture.

Ø	in the payment of principal of, or premium, if any, or interest (including, without limitation, contingent interest, if any) on, any note or in the payment of the redemption price, purchase price or fundamental change repurchase price;
Ø	arising from our failure to convert any note in accordance with the indenture; or
Ø	in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

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Ø	has been cured or waived; or
Ø	is not in the payment of any amounts due with respect to any note and the trustee in good faith determines that withholding the notice is in the best interests of holders.

Ø	change the stated maturity of the principal of, or the payment date of any installment of interest (including, without limitation, contingent interest, if any) on, any note;
Ø	reduce the principal amount of, or any premium, or interest (including, without limitation, contingent interest, if any) on, any note;
Ø	change the place, manner or currency of payment of principal of, or any premium or interest (including, without limitation, contingent interest, if any) on, any note;
Ø	impair the right to institute a suit for the enforcement of any payment on, or with respect to, or of the conversion of, any note;
Ø	modify, in a manner adverse to the holders of the notes, the provisions of the indenture relating to the right of the holders to require us to purchase notes at their option or upon a fundamental change;
Ø	adversely affect the right of the holders of the notes to convert their notes in accordance with the indenture;
Ø	reduce the percentage in aggregate principal amount of outstanding notes whose holders must consent to a modification or amendment of the indenture or the notes;
Ø	reduce the percentage in aggregate principal amount of outstanding notes whose holders must consent to a waiver of compliance with any provision of the indenture or the notes or a waiver of any default or event of default; or
Ø	modify the provisions of the indenture with respect to modification and waiver (including waiver of a default or event of default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder.

Ø	evidence the assumption of our obligations under the indenture or the notes, as the case may be, by a successor upon our consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets in accordance with the indenture;
Ø	give effect to the election, if any, by us referred to under “Conversion Rights—Adjustment to the conversion rate upon the occurrence of a make-whole fundamental change” or “Conversion Rights—Fundamental changes involving an acquisition of us by a public acquirer;”

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Ø	make adjustments in accordance with the indenture to the right to convert the notes upon certain reclassifications or changes in our common stock and certain consolidations, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets;
Ø	secure our obligations in respect of the notes;
Ø	add to our covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon us;
Ø	make provision with respect to adjustments to the conversion rate as required by the indenture or to increase the conversion rate in accordance with the indenture;
Ø	to comply with the rules or regulations of any securities exchange or automated quotation system on which the notes may be listed or traded; or
Ø	to add to, change or eliminate any of the provisions of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act of 1939, provided that such action does not adversely affect the rights or interest of any holder of the notes.

Ø	waive compliance by us with any provision of the indenture or the notes, as detailed in the indenture; and
Ø	waive any past default or event of default and its consequences, except a default or event of default:
Ø	in the payment of principal of, or premium, if any, or interest (including, without limitation, contingent interest, if any) on, any note or in the payment of the redemption price, purchase price or fundamental change repurchase price;
Ø	arising from our failure to convert any note in accordance with the indenture; or
Ø	in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

Ø	delivering all outstanding notes to the trustee for cancellation; or
Ø	depositing with the trustee or the paying agent after the notes have become due and payable, whether at stated maturity or any redemption date, purchase date or fundamental change repurchase date, cash sufficient to pay all amounts due on all outstanding notes and paying all other sums payable under the indenture.

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Ø	register the transfer of or exchange any note for a period of 20 days before selecting notes to be redeemed;
Ø	register the transfer of or exchange any note during the period beginning at the opening of business 20 days before the mailing of a notice of redemption of notes selected for redemption and ending at the close of business on the day of the mailing; or
Ø	register the transfer of or exchange any note that has been selected for redemption or for which the holder has delivered, and not validly withdrawn, a purchase notice or fundamental change repurchase notice, except, in the case of a partial redemption, purchase or repurchase, that portion of the notes not being redeemed, purchased or repurchased.

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Ø	DTC notifies us that it is unwilling or unable to continue as depositary for that global security or ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and, in either case, we do not appoint a successor depositary within 90 days of such notice or cessation; or
Ø	an event of default has occurred and is continuing and the trustee has received a request from DTC to issue certificated securities.

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Ø	70,000,000 shares are designated as common stock, each with a par value of $0.662/3; and
Ø	1,000,000 shares are designated as preferred stock, each with a par value of $1.00.

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Ø	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;
Ø	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
Ø	the business combination is approved by a majority of the board of directors and by the affirmative vote of 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

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Ø	tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, United States expatriates, tax-exempt entities, traders in securities that elect to use a mark-to-market method of accounting for their securities or insurance companies;
Ø	tax consequences to persons holding notes or shares of common stock as part of a hedging, integrated, or conversion transaction or a straddle or persons deemed to sell notes or shares of common stock under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the “Code”);
Ø	tax consequences to U.S. holders of notes or shares of common stock whose “functional currency” is not the U.S. dollar;
Ø	tax consequences to partnerships or other pass-through entities and investors in such entities; or
Ø	alternative minimum tax consequences, if any.

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Ø	an individual citizen or resident of the United States;
Ø	a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
Ø	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
Ø	a trust if (1) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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Underwriters			Principal amount
			of notes
UBS Securities LLC			$
A.G. Edwards & Sons, Inc.
C.E. Unterberg, Towbin, LLC
Raymond James & Associates, Inc.
	Total		$	200,000,000

Ø	receipt and acceptance of the notes by the underwriters, and
Ø	the underwriters’ right to reject orders in whole or in part.

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			No exercise				Full exercise
Per note					%				%
	Total		$				$

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Ø	stabilizing transactions;
Ø	short sales;
Ø	purchases to cover positions created by short sales;
Ø	imposition of penalty bids;
Ø	syndicate covering transactions; and
Ø	passive market making.

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Ø	Our annual report on Form 10-K for the fiscal year ended December 31, 2005, including the information incorporated therein from the proxy statement for our 2006 annual meeting of stockholders);
Ø	Our quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2006 and June 30, 2006; and
Ø	Our current reports on Form 8-K, filed on January 12, 2006, July 14 2006 (except Item 7.01 which is furnished to, but not filed with, the SEC) and September 26, 2006.

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ITEM 14.	OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission registration fee			$	*
Accounting fees and expenses				100,000
Legal fees and expenses				200,000
Printing and engraving expenses				75,000
Trustee’s fees and expenses				15,000
Miscellaneous				85,000
	Total		$	475,000

*	Excluded because the SEC registration fee is being deferred pursuant to Rule 456.

ITEM 15.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

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Ø	any breach of their duty of loyalty to the corporation or its stockholders;
Ø	acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
Ø	unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or
Ø	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
	4	.1**		Form of Convertible Senior Notes due 2026
	4	.2		Form of Certificate for Common Stock, par value $0.662/3 per share (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-127833 filed on August 25, 2005)
	4	.3**		Form of Indenture
	5	.1**		Opinion of Sheppard, Mullin, Richter & Hampton, LLP
	12	.1**		Computation of Ratio of Earnings to Fixed Charges
	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-6)
	25	.1**		Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1

*	To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference.

**	Filed herewith.

ITEM 17.	UNDERTAKINGS.

	(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)     To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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	(ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2)     That, for the purpose of determining any liability under the Securities Act of 1933, 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.
	(3)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4)     That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

	(A)     Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	(B)     Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus related, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a

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	purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)     That, for purposes of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)     The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	(6)     That, for purposes of determining any liability under the Securities Act of 1933, 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.
	(7)     That, for purposes of determining liability under the Securities Act of 1933:

	(i)     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.
	(ii)     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.

	(8)     To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
	(9)     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, executive officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of

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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 of 1933 and will be governed by the final adjudication of such issue.

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	DIODES INCORPORATED

	By:	/s/ Keh-Shew Lu

	Dr. Keh-Shew Lu
	President, Chief Executive Officer
	and Director (Principal Executive Officer)

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				Title		Date
Signature
/s/ Keh-Shew Lu   Dr. Keh-Shew Lu				President and Chief Executive Officer, and Director (Principal Executive Officer)		October 3, 2006
/s/ Carl C. Wertz   Carl C. Wertz				Chief Financial Officer (Principal Financial and Accounting Officer)		October 3, 2006
/s/ Raymond Soong   Raymond Soong				Director		October 3, 2006
/s/ C.H. Chen   C.H. Chen				Director		October 3, 2006
/s/ Michael R. Giordano   Michael R. Giordano				Director		October 3, 2006
/s/ M.K. Lu   M. K. Lu				Director		October 3, 2006
/s/ Shing Mao   Shing Mao				Director		October 3, 2006
/s/ John M. Stich   John M. Stich				Director		October 3, 2006

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Exhibit
number				Description of exhibit
	1	.1*		Form of Underwriting Agreement
	4	.1**		Form of Convertible Senior Notes due 2026
	4	.2		Form of Certificate for Common Stock, par value $0.662/3 per share (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3 (Registration No. 333-127833 filed on August 25, 2005)
	4	.3**		Form of Indenture
	5	.1**		Opinion of Sheppard, Mullin, Richter & Hampton, LLP
	12	.1**		Computation of Ratio of Earnings to Fixed Charges
	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-6)
	25	.1**		Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1

	*	To be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference.

**	Filed herewith.

 

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