View:
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): July 10, 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 7.01
Regulation FD Disclosure.
On
July
10, 2007, we issued a press release announcing that our Board of Directors
has
declared a three-for-two stock split in the form of a 50% stock dividend payable
on July 30, 2007 to stockholders of record on July 20, 2007.
Under
the
terms of this stock dividend, Diodes' stockholders will receive one additional
share for every two shares held on the record date. The dividend will be paid
in
authorized but unissued shares of the Common Stock of the Company. Fractional
shares created by the stock dividend will be paid in cash based upon the closing
price of the Company’s stock on the record date.
The
Company anticipates that the number of outstanding shares of Common Stock after
the dividend will be increased from approximately 26.1 million to approximately
39.2 million shares. The par value of the Company's stock will not be affected
by the dividend and will remain at $0.66 2/3 per share. For stock splits
and dividends greater than 25%, the ex-dividend date is set as the first
business day after the payment date.
The
Company's transfer agent is Continental Stock Transfer & Trust Company; New
York.
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 July 10, 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.
| DIODES INCORPORATED | ||
| |
|
|
| Date: July 10, 2007 | By: | /s/ Carl C. Wertz |
|
Carl C. Wertz, |
||
|
Chief
Financial Officer
|
||
FOR
IMMEDIATE RELEASE
Diodes
Incorporated Declares Stock Dividend
Dallas,
Texas, July 10, 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,
announced today that its Board of Directors has declared a three-for-two
stock
split in the form of a 50% stock dividend payable on July 30, 2007 to
stockholders of record on July 20, 2007.
Under
the
terms of this stock dividend, Diodes' stockholders will receive one additional
share for every two shares held on the record date. The dividend will be
paid in
authorized but unissued shares of the Common Stock of the Company. Fractional
shares created by the stock dividend will be paid in cash based upon the
closing
price of the Company’s stock on the record date.
The
Company anticipates that the number of outstanding shares of Common Stock
after
the dividend will be increased from approximately 26.1 million to approximately
39.2 million shares. The par value of the Company's stock will not be affected
by the dividend and will remain at $0.66 2/3 per share. For stock splits
and dividends greater than 25%, the ex-dividend date is set as the first
business day after the payment date.
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;
a
fabless IC plant 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
integration of ADP within Diodes existing operations, 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.