UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): May 18, 2007
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.)
|
|
15660
North Dallas Parkway Suite 850
Dallas,
Texas
(Address
of principal executive offices)
|
75248
(Zip
Code)
|
(972)
385-2810
(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))
Item
2.05. Costs
Associated with Exit or Disposal Activities.
On
May
18, 2007, the Board of Directors of Diodes Incorporated (the “Company”) approved
a plan to consolidate its analog wafer probe and final test operations from
Hsinchu, Taiwan to its manufacturing facilities in Shanghai, China in order
to
increase operational efficiencies.
In
connection with the consolidation, the Company estimates that it will incur
approximately $1.3 to $1.7 million in total 2007 pre-tax restructuring costs
primarily related to severance costs and asset impairment charges, with the
remaining related to other costs incurred to relocate and consolidate
facilities.
The
transition is expected to be completed by July 31, 2007.
Item 7.01
Regulation FD Disclosure.
On
May
18, 2007, the Company issued a press release announcing the consolidation
of its
analog manufacturing operations described in Item 2.05. A copy of the press
release is attached as Exhibit 99.1 to this Report.
The
information in this Item 7.01, including Exhibit 99.1, will not be treated
as
filed for the purposes of Section 18 of the Securities Exchange Act of 1934
(the
“Exchange Act”) or otherwise subject to the liabilities of that section. This
information will not be incorporated by reference into a filing under the
Securities Act of 1933, or into another filing under the Exchange Act, unless
that filing expressly refers to specific information in this Report. The
furnishing of the information in this Item 7.01 is not intended to, and does
not, constitute a representation that such furnishing is required by Regulation
FD or that the information in this Item 7.01 is material information that
is not
otherwise publicly available.
Cautionary
Information Regarding Forward-Looking Statements
Except
for the historical and factual information contained in the press release,
attached as an exhibit to this Report, the matters set forth therein (including
statements as to the expected benefits of the consolidation, and other
statements identified by words such as "estimates," "expects," "projects,"
"plans," "will" and similar expressions) are forward-looking statements within
the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks
and
uncertainties that may cause actual results to differ materially, including:
the
possibility that the analog manufacturing operations will not be integrated
successfully into the Company's manufacturing facilities in Shanghai, China;
the
risk that the expected benefits of the consolidation may not be realized,
including the realization of the benefits of leveraging the infrastructure
already in place in the Company’s Shanghai manufacturing facilities; the
estimated number of employees to be affected; the estimated completion date;
the
estimated amount of restructuring charge and annual cost savings; and the
impact
of competition and other risk factors relating to our industry and business
as
detailed from time to time in the Company's reports filed with the SEC. You
should not place undue reliance on these forward-looking statements, which
speak
only as of the date of the press release. The Company undertakes no obligation
to update publicly any forward-looking statements, whether as a result of
new
information, future events or otherwise.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
99.1 Press
release of Diodes Incorporated dated May 18, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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DIODES
INCORPORATED
|
||
| |
|
|
|
Date: May
18, 2007
|
By: | /s/ Carl C. Wertz |
|
Carl
C. Wertz,
Chief
Financial Officer
|
||
FOR
IMMEDIATE RELEASE
Diodes
Incorporated Announces Plans to Consolidate Analog Manufacturing from Taiwan
to
China
Dallas,
Texas - May 18, 2007 - Diodes Incorporated (Nasdaq: DIOD),
a
leading global manufacturer and supplier of high-quality application specific
standard products within the broad discrete and analog semiconductor markets,
today announced plans to consolidate its analog wafer probe and final test
operations from Hsinchu, Taiwan to its manufacturing facilities in Shanghai,
China. The transition is expected to be completed by July 31, 2007.
Dr.
Keh-Shew Lu, President and CEO of Diodes Incorporated, said, “We continue to
drive operational efficiencies, and this move will further capitalize on
and
leverage the infrastructure already in place at our high volume Shanghai
manufacturing facilities.”
Approximately
40 employees will be impacted, while the product design, research and
development, sales, marketing, administration and support service employees
will
continue to operate in the Hsinchu Science Park facility in Taiwan.
Diodes
Incorporated acquired Anachip Corporation, a Taiwanese fabless analog IC
company, in January 2006. Headquartered in the Hsinchu Science Park in Taiwan,
Anachip’s main product focus is Power Management ICs. These analog products are
widely used in LCD monitor/TV's, wireless 802.11 LAN access points, brushless
DC
motor fans, portable DVD players, datacom devices, ADSL modems, TV/satellite
set-top boxes, and power supplies.
Diodes
Incorporated expects to take a restructuring charge of approximately $1.3
to
$1.7 million in the second quarter, and anticipates approximately $1.0 million
in cost savings per year related to the transition.
About
Diodes Incorporated
Diodes
Incorporated (NasdaqGS: DIOD) an S&P SmallCap 600 Index company, is a
leading global manufacturer and supplier of high-quality application specific
standard products within the broad discrete and analog semiconductor markets,
serving the consumer electronics, computing, communications, industrial and
automotive markets. Diodes products include diodes, rectifiers, transistors,
MOSFETs, protection devices, functional specific arrays, power management
devices including DC-DC switching and linear voltage regulators, amplifiers
and
comparators, and Hall-effect sensors. The Company has its corporate offices
in
Dallas, Texas, with a sales, marketing, engineering and logistics office
in
Southern California; design centers in Dallas, San Jose and Taipei; a wafer
fabrication facility in Missouri; two manufacturing facilities in Shanghai;
an
analog design center in Hsinchu Science Park, Taiwan; engineering, sales,
warehouse and logistics offices in Taipei and Hong Kong, and sales and support
offices throughout the world. With its recent asset acquisition of APD
Semiconductor, a privately held U.S.-based fabless semiconductor company,
Diodes
acquired proprietary SBR® technology. Diodes, Inc.’s product focus is on
high-growth end-user equipment markets 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
the
possibility that the analog manufacturing operations will not be integrated
successfully into the Company's manufacturing facilities in Shanghai, China;
the
risk that the expected benefits of the consolidation may not be realized,
including the realization of the benefits of leveraging the infrastructure
already in place in the Company’s Shanghai manufacturing facilities; the
estimated number of employees to be affected; the estimated completion date;
the
estimated amount of restructuring charge and annual cost savings; and the
impact
of competition.,
the
Company’s ability to successfully make additional acquisitions, 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, successful
integration of acquired companies and/or assets, 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
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.