Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2006
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
1-5740 (Commission File Number) |
95-2039518 (I.R.S. Employer Identification No.) |
| 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)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
| Item 2.02. Results of Operations and Financial Condition. | ||||||||
| Item 7.01. Regulation FD Disclosure. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Table of Contents
Item 2.02. Results of Operations and Financial Condition.
On October 4, 2006, the Company issued a press release updating its earnings guidance for the
fiscal quarter ended September 30, 2006. A copy of the press release is attached as Exhibit 99.1
to this Report and is incorporated in this Item 2.02 by this reference.
Item 7.01. Regulation FD Disclosure.
On October 4, 2006, the Company issued a press release announcing its proposed offering of
$200 million of convertible senior notes due 2026. A copy of the press release is attached as
Exhibit 99.2 to this Report and is incorporated in this Item 7.01 by this reference.
The information contained, or incorporated by reference, in Item 2.02 and Item 7.01 is being
furnished and 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 Item 2.02 or Item 7.01 of this Report. The furnishing of the information
in Item 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 this Report contains is material
investor information that is not otherwise publicly available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
99.1
|
Press release dated October 4, 2006 updating third quarter guidance. | |
99.2
|
Press release dated October 4, 2006 announcing proposed offering. |
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: October 4, 2006 | By: | /s/ Carl C. Wertz | ||
| Carl C. Wertz, | ||||
| Chief Financial Officer | ||||
-2-
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press release dated October 4, 2006 updating third quarter guidance. | |
99.2
|
Press release dated October 4, 2006 announcing proposed offering. |
-3-
Exhibit 99.1
FOR IMMEDIATE RELEASE
Diodes Incorporated Updates Third Quarter Guidance
· Sequential revenue growth expected to be slightly better than 11.5%
Westlake Village, California — October 4, 2006 — Diodes Incorporated (NasdaqGS: DIOD), today
provided additional updated guidance for the third quarter of 2006.
The Company now expects third quarter sequential revenue growth to be slightly better than 11.5%,
updated from the prior 9-11% guidance. In the second quarter of 2006, the Company reported revenue
of $82.7 million, a 12.4% increase from the first quarter. The Company continues to expect third
quarter gross margin to be comparable to the 33.2% recorded in the second quarter.
About Diodes Incorporated
Diodes Incorporated (NasdaqGS: 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 Incorporated (NasdaqGS: 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
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.
Exhibit
99.2
FOR IMMEDIATE RELEASE
Diodes Incorporated Announces Proposed Offering of $200 Million of Convertible Senior Notes
Westlake Village, California, October 4, 2006 — Diodes Incorporated (NasdaqGS: DIOD), a leading
manufacturer and supplier of high-quality discrete and analog semiconductors, announced today that
it has filed a registration statement on Form S-3 with the Securities and Exchange Commission in
connection with a proposed offering, subject to market conditions and other factors, of $200
million aggregate principal amount of convertible senior notes due 2026. The offering contemplates
that the underwriters of the notes will have an over-allotment option to purchase up to an
additional $30 million aggregate principal amount of notes within 13 days of the initial issuance
of the notes.
Diodes intends to use the net proceeds from the offering for working capital and other general
corporate purposes, including acquisitions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state.
UBS Securities LLC is acting as the sole book-running manager of the offering. A registration
statement relating to the proposed offering has been filed with the Securities and Exchange
Commission. A copy of the prospectus forming a part of the registration statement relating to the
proposed offering can be obtained from UBS Securities LLC, Attention: Prospectus Department, 299
Park Avenue, New York, New York, 10171.
About Diodes Incorporated
Diodes Incorporated (NasdaqGS: 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 Incorporated (NasdaqGS: 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,
availability of tax credits, 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, CCG Investor Relations,
(310) 231-8600, Ext. 103, e-mail: crocker.coulson@ccgir.com
CONTACT: Carl Wertz, Chief Financial Officer, Diodes Incorporated (805) 446-4800
e-mail: carl_wertz@diodes.com
or
Crocker Coulson, President, CCG Investor Relations,
(310) 231-8600, Ext. 103, 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.