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): December 12, 2007
DIODES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-5740 95-2039518
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization)
15660 North Dallas Parkway Suite 850
Dallas, Texas
(Address of principal executive 75248
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 7.01 Regulation FD Disclosure.
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On December 12, 2007, Diodes Incorporated (the "Company") announced an
increase in its revenue guidance for the fourth quarter of 2007. The Company now
expects fourth quarter gross profit margin to increase 120 to 150 basis points
sequentially from the 32.4% reported in the third quarter, compared to its
previous guidance of a 60 to 110 basis point increase. The Company noted that
product mix and manufacturing efficiencies are the key drivers for the margin
improvement. Additionally, the Company reaffirmed its fourth quarter revenue
guidance to be in the range of $106 million to $109 million. A copy of the press
release is attached as Exhibit 99.1 to this Current 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 Company failed to meet the revenue guidance or the expected
gross profit margin due to miscalculation, low demand of products, inefficient
manufacturing process, the Company's inability to maintain customer and vendor
relationships, negative impact of competitive products and pricing, unsuccessful
integration of acquired companies and/or assets, high risks of foreign and
domestic operations, unfavorable exchange rates, unavailability of tax credits;
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.
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(d) Exhibits.
Exhibit
Number Description
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99.1 Press release dated December 12, 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: December 12, 2007 By /s/ Carl C. Wertz
-----------------------------------
Carl C. Wertz,
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press release dated December 12, 2007
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[COMPANY LOGO]
Diodes Incorporated Increases Fourth Quarter Guidance
DALLAS, TX - December 12, 2007 - Diodes Incorporated (Nasdaq: DIOD) today
increased its guidance for the fourth quarter of 2007.
The Company now expects fourth quarter gross profit margin to increase 120 to
150 basis points sequentially from the 32.4% reported in the third quarter,
compared to its previous guidance of a 60 to 110 basis point increase. The
Company noted that product mix and manufacturing efficiencies are the key
drivers for the margin improvement. Additionally, the Company reaffirmed its
fourth quarter revenue guidance to be in the range of $106 million to $109
million.
About Diodes Incorporated
Diodes Incorporated (NASDAQ:DIOD - News) 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(R) 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. Such statements include statements regarding our expectation that:
we now expect an increase in our fourth quarter gross profit margin sequentially
from third quarter; we note that product mix and manufacturing efficiencies are
the key drivers for the margin improvement; and we reaffirm our fourth quarter
revenue guidance. 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, successful integration of acquired companies and/or assets
with Diodes' existing operations, the Company's ability to successfully make
additional acquisitions, risks of domestic and 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.
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.
Company Contact: Investor Contact: Investor Contact:
Carl Wertz Leanne Sievers Ryan Bright
Chief Financial Officer EVP, IR Senior Account Manager
Diodes, Inc. Shelton Group Shelton Group
(805) 446-4800 (949) 224-3874 (972) 239-5119 x 159
carl_wertz@diodes.com lsievers@sheltongroup.com rbright@sheltongroup.com