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 19, 2007
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
15660 North Dallas Parkway Suite 850
Dallas, Texas 75248
(Address of principal executive offices) (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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 19, 2007, the Board of Directors of Diodes Incorporated (the
"Company") approved an amendment to the Bylaws of the Company to allow the
Company to issue uncertificated shares. The ability to issue uncertificated
shares enables the Company to participate, if necessary, in the Direct
Registration Program that is being adopted by certain stock exchanges including
The Nasdaq Stock Market LLC. The Direct Registration System allows investors to
have securities registered in their names without the issuance of physical
certificates and allows investors to electronically transfer securities to
broker-dealers in order to effect transactions without the risks and delays
associated with transferring physical certificates.
A copy of the Company's amended bylaws is attached as Exhibit 3.1 to this
Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
3.1 Amended Bylaws of Diodes Incorporated
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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 19, 2007 By /s/ Carl C. Wertz
-------------------------------------
Carl C. Wertz,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Description
Number
3.1 Amended Bylaws of Diodes Incorporated
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Exhibit 3.1
BY-LAWS
OF
DIODES INCORPORATED
(Amended as of July 19, 2007)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. Annual meetings of stockholders shall be held
on a date (other than a legal holiday), which shall be designated by the Board
of Directors. At such meetings Directors shall be elected, reports of the
affairs of the corporation shall be considered and any other business may be
transacted which is within the power of the stockholders.
Section 2. Special Meetings. Special meetings of the stockholders may be
called at any time by the President of the corporation or by a majority of the
Board of Directors and shall be called by the President or Secretary at the
written request of stockholders entitled to cast a majority of the votes which
all stockholders are entitled to cast at the particular meeting.
Section 3. Place of Meetings. Each annual or special meeting of
stockholders shall be held at such time and place within or without the State of
Delaware as shall be so designated by the Board of Directors.
Section 4. Notice of Stockholders' Meetings. The notice of all meetings of
stockholders shall be in writing and shall state the place, data and hour of the
meeting. The notice of an annual meeting shall state that the meeting is called
for the election of the Directors to be elected at such meeting and for the
transaction of such other business as is stated in the notice or shall properly
come before the meeting. The notice of a special meeting shall state the purpose
or purposes for which the meeting is called and the business to be transacted at
the meeting.
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A copy of the notice of each meeting of stockholders shall be given
personally or by mail not less than ten (10) days nor more than (60) days before
the date of the meeting to each stockholder entitled to vote at such meeting at
his record address or at such other address as he may have furnished to the
company for the purpose of notice.
The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty (30) days, or if after adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjournment shall be given to each
stockholder of record entitled to vote at the meeting.
When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
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Section 5. Voting. Every stockholder entitled to vote at any election for
Directors shall have the right to cumulate his votes and give one candidate a
number of votes equal to the number of Directors to be elected multiplied by the
number of votes to which his shares are entitled, or to distribute his votes on
the same principle among as many candidates and in such manner as he shall
desire. The candidates receiving the highest number of votes up to the number of
Directors to be elected shall be declared elected. Whenever any corporate action
other than the election of Directors is to be taken by vote of the stockholders
it shall, except as otherwise required by law or by the Certificate of
Incorporation, be authorized by a majority of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote thereon.
Every person entitled to vote shall have the right to do so either in
person or by one or more agents authorized by written proxy executed by such
person or his duly authorized agent and filed with the Secretary of the
corporation. Telegraphed or cabled proxies shall be valid.
Where a form of proxy issued by the Company's management provides that the
proxy holders are authorized, in their discretion, to vote upon such other
business as may properly come before the meeting, such authorization shall be
deemed to include authority to appoint a substitute nominee or nominees to the
slate of management nominees for directors where death, illness, or other
circumstances arise which prevent any management nominee or nominees for
directors from serving in such positions and to vote such proxy for such
substitute nominee or nominees.
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Section 6. Record Date. The Board of Directors shall have authority to fix
in advance a date not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for the
determination of the stockholders entitled to notice of and to vote at any such
meeting and any adjournments thereof, or entitled to receive payment of any such
dividend or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record at the close of business on the date so fixed shall be
entitled to such notice of and to vote at such meeting and any adjournments
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed aforesaid.
ARTICLE II
DIRECTORS
Section 1. Qualification and Number; Vacancies. A Director need not be a
stockholder, a citizen of the United States or a resident of the State of
Delaware. The number of directors which shall constitute the whole board shall
not be less than five ( 5 ) nor more than seventeen (17). The first board shall
consist of seven (7) directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting. Any Director may be
removed for cause by the stockholders. Vacancies and newly created Directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, though less than a quorum, or by
a sole remaining Director.
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Section 2. Election of Directors. The Directors shall be elected at each
annual meeting of the stockholders, but if any such annual meeting is not held,
or the Directors are not elected thereat, the Directors may be elected at any
special meeting of the stockholders held for that purpose. Each Director shall
hold office until his successor has been elected or until his earlier death,
resignation or removal.
Section 3. Time and Place of Meetings of the Board. The Board of Directors
may hold meetings, both regular and special, either within or without the State
of Delaware. An annual meeting of the Board of Directors for the election of
officers and the transaction of such other business as may properly come before
the meeting shall be held as soon as practicable after the annual meeting of
stockholders or at such time and place as shall be fixed by the Directors.
Regular meetings of the board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution
adopted by the majority of the Board. Special meetings of the Board of Directors
may be called by the President, or on the written request of a majority of the
Directors. Notice of special meetings of the Board of Directors stating the
place, date and hour thereof shall be delivered to each Director at least three
(3) days before the date of the meeting. Such notice need not state the purpose
thereof.
Section 4. Quorum and Manner of Action. A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business, but if
there shall be less than a quorum at any meeting of the Board, a majority of
those present, or if only one be present, then such Director, may adjourn the
meeting from time to time and the meeting may be held as adjourned without
further notice. The act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors.
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Section 5. Remuneration of Directors. In addition to reimbursement for his
reasonable expenses incurred in attending meeting or otherwise in connection
with his attention to the affairs of the corporation, each Director as such, and
as a member of any committee of the Board, shall be entitled to receive such
remuneration as may be fixed from time to time by the Board.
Section 6. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board, designate one or more committees, each committee
to consist of two (2) or more of the Directors of the corporation.
The Board of Directors may designate an Executive Committee consisting of
such number of Directors, not less than five (5), as it may from time to time
determine. The Executive Committee in intervals between the meetings of the
Board shall have and exercise the powers of the Board in the management of the
business and affairs of the corporation except the power to declare dividends
and the power to adopt, amend or repeal By-Laws or the Certificate of
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Incorporation of the corporation. A majority of such committee shall constitute
a quorum provided, however, that in the absence or disqualification of any
member of such committee the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absence or disqualified member.
Meetings of any committee shall be called by the Chairman of the Board or
the President. Notice of such meetings shall state the place, date and hour
thereof and shall be delivered to each member of the committee at least
twenty-four (24) hours before the time of the meeting.
All committees shall keep minutes of their respective proceedings which shall be
open to the inspection of the Directors and a report shall be made at each
regular meeting of the Board of Directors concerning all actions of committees
since the last preceding report.
Section 7. Action Without Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee as the case may be and
such written consent is filed with the minutes and proceedings of the Board or
committee.
Section 8. Powers. Subject to limitations of the Certificate of
Incorporation and the By-Laws and of the laws of the State of Delaware as to
powers which are conferred upon or reserved to the stockholders, all corporate
power shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be controlled by, the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Election. The Board of Directors at its first meeting held
after the annual meeting of stockholders in each year shall elect the Chairman
of the Board, a President, a chief Executive Officer, one or more Vice
Presidents, a Secretary, a Treasurer and may, in its discretion also appoint an
Executive Vice President, Assistant Secretaries and Assistant Treasurers. Any
two or more offices may be held by the same person, except that the office of
President and the office of Secretary must be held by different persons.
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Section 2. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the Board of Directors and shall act as Chairman at and call
to order all meetings of the stockholders and of the Executive Committee. The
Chairman shall be a member of all committees appointed by the Board of Directors
and shall be charged with the duty of determining that the policies of the Board
of Directors are carried out in the administration of the corporation's affairs
and shall, for this purpose, confer with the President. The Chairman shall have
the power on behalf of the corporation to enter into, execute and deliver all
contracts, instruments, conveyances or documents and to affix the corporate seal
thereto. He shall do and perform all acts and duties herein specified or which
may be assigned to him from time to time by the Board of Directors.
Section 3. President. In the absence of the Chairman of the Board or his
inability to act the President shall preside at all meetings of the stockholders
and of the Board of Directors and of the Executive Committee. He shall, subject
to the authority of the Board, have charge of the business and affairs of the
corporation. The President shall be a member of all committees appointed by the
Board of Directors and shall have the power, on behalf of the corporation, to
enter into, execute or deliver all contracts, instruments, conveyances or
documents and to affix the corporate seal thereto. He shall confer with the
Chairman of the Board in respect to the administration of the policies of the
Board.
Section 4. Vice Presidents. The Vice Presidents, including the Executive
Vice President, shall have such duties as the Board of Directors may from to
time to time designate and shall perform such duties under the general
supervision of the President.
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Section 5. Treasurer. The Treasurer shall receive all of the monies
belonging to the corporation and shall forthwith deposit the same to the credit
of the corporation in such financial institution as may be selected by the Board
of Directors. He shall keep books of account and vouchers for all monies
dispersed. He shall also perform such other duties as the Board of Directors may
from time to time direct.
Section 6. Secretary. The Secretary shall keep minutes of the proceedings
taken and the resolutions adopted at all meetings of the stockholders, the Board
of Directors and the Executive committee and shall give due notice of the
meetings of the stockholders, the Board of Directors and Executive Committee. He
shall have charge of the seal and all books and papers of the corporation and
shall perform all duties incident to his office. The Secretary shall keep such
additional records and perform such other duties as may be assigned to him by
these By Laws or by the Board of Directors.
The Secretary shall keep or cause to be kept at the principal office or at
the office of the corporation's Transfer Agent a Share Register or a duplicate
Share Register showing the names of the stockholders of the corporation and
their addresses, the number and classes of shares held by each, the number and
date of certificates or evidence of uncertificated shares issued for the same
and the number and date of cancellation of every certificate surrendered for
cancellation.
Section 7. Removal. Any officer may be removed at any time by a majority
vote of the whole Board of Directors at any regular or special meeting of the
board; provided, however, that no such removal can be made at any such meeting
unless a written notice is served upon the Directors at least five (5) days
before such meeting clearly stating that such removal will be brought up for
consideration at such meeting.
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Section 8. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled by the
majority vote of the whole Board of Directors.
ARTICLE IV
INDEMNIFICATION OF OFFICERS, DIRECTORS
EMPLOYEES AND AGENTS
Section 1. This corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether, civil, criminal, administrative or investigative
(other than an action by or in the right of this corporation) by reason of the
fact that he is or was a director, officer, employee or agent of this
corporation, or is or was serving at the request of this corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of this corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendereor its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of this corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
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Section 2. This corporation shall indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of this corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of this corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of this corporation, and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to this corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such expenses which the Court of Chancery or such
other court shall deem proper.
Section 3. To the extent that a director, officer, employee or agent of
this corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 1 and 2, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.
Section 4. Any indemnification under Section 1 and 2 (unless ordered by a
court) shall be made by this corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 1 and 2. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
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Section 5. Expenses incurred in defending a civil or criminal action, suit
or proceeding may be paid by this corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by this
corporation as authorized by this by-law.
Section 6. The indemnification provided in this by-law shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
Section 7. This corporation, when authorized by the Board of Directors,
shall purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of this corporation, or is or was serving
at the request of this corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not this corporation
would have the power to indemnify him against such liability under the
provisions of this by-law.
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ARTICLE V
SHARES OF STOCK
Section 1. Certificates for Stock. The shares of stock of the corporation
may be certificated or uncertificated, as provided under Section 158 of the
General Corporation Law of Delaware, and shall be entered in the books of the
corporation and registered as they are issued. If the shares of stock are
represented by certificates, such certificates shall be in such form as is
consistent with the Certificate of Incorporation or applicable law. Every holder
of stock in the corporation represented by certificates shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
of the Board of Directors, or the President or any Vice President and by the
Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
certifying the number of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be facsimiles. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue. Each certificate shall state upon the face or back thereof, in full or
in summary, all of the powers, designations, preferences, and rights, and the
limitations or restrictions of the share authorized to be issued or shall,
except as otherwise required by law, set forth on the face or back a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. If the shares of stock are uncertificated, within a reasonable time
after the issuance or transfer of uncertificated stock, the corporation shall
send to the registered owner thereof a written notice containing the information
required to be set forth by Sections 151, 156, 202(a) or 218(a) of the General
Corporation Law of Delaware as applicable and any other statements required by
General Corporation Law of Delaware, or with respect to Section 151 of the
General Corporation Law of Delaware, a statement that the corporation will
furnish without charge to each stockholder who so requests the powers,
designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
or certificates representing stock of the same class and series shall be
identical.
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Section 2. Lost Certificates. A new certificate or uncertificated shares
in place of any certificate shall be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new
certificate or uncertificated shares in place of any certificate, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged, to have been lost, stolen, or destroyed.
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Section 3. Transfers.
(a) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates or evidence of uncertificated shares, for a like number of shares.
(b) The corporation shall have power to enter into and perform any
agreement with any number or stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.
ARTICLE VI
MISCELLANEOUS
Section 1. (None)
Section 2. Fiscal Year. The fiscal year of this corporation shall commence
on January 1 and end on December 31 of each year.
Section 3. Amendments. These By-Laws may be altered, amended or repealed
at any meeting, by a vote of a majority of the Board of Directors, provided that
notices of proposed amendments shall have been sent by mail to all the Directors
not less than three days (3) before the meeting at which they are to be acted
upon, or at any regular meeting of the Directors, by the unanimous vote of all
the Directors present.
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Section 4. Waiver of Notice. Any requirement of notice as set forth in
these By-Laws shall be deemed waived by any Director, member of the Executive
Committee or stockholder who signs a waiver of notice before or after a meeting
or who attends any meeting without protesting (prior thereto or at its
commencement) the lack of notice to him.
Section 5. Resignation. Any officer or Director may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary of the corporation. Any such resignation shall take effect at the date
of the receipt of such notice or at any later time specified therein and unless
otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective.
Section 6. Annual Reports. The Board of Directors shall cause an annual
report to be sent to the shareholders not later than 120 days after the close of
each fiscal year.
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